Business C4 Template

BUSINESS C4 TEMPLATE

Parties

Recitals

WHEREAS, Client Name: seeks to engage a contractor to perform the services described in this Agreement; and

WHEREAS, Contractor Name: represents that it is qualified and willing to perform such services under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

Scope of Work

Contractor shall perform the services and deliverables described below. Contractor will perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Contractor the fees described below in consideration for the Services. All payments are payable in lawful currency of the jurisdiction specified in Governing Law unless otherwise agreed in writing.

Invoices shall be submitted to the Client in writing and shall state the services performed and any reimbursable expenses. Unless otherwise stated on the invoice, Client shall pay undisputed invoices within days of receipt.

If Client disputes any portion of an invoice in good faith, Client must provide written notice describing the dispute in reasonable detail within ten (10) days of receipt. The parties shall negotiate disputed amounts in good faith and undisputed amounts shall still be payable.

Term and Termination

This Agreement commences on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other party. Either party may terminate for cause upon a material breach that remains uncured for thirty (30) days after written notice of such breach.

Upon termination, Client shall pay Contractor for all Services performed and reimbursable expenses incurred through the effective date of termination, subject to adjustments for accepted deliverables and unearned advance payments.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any confidential or proprietary information of the other party (the "Disclosing Party") disclosed in connection with this Agreement. Confidential information excludes information that (a) is or becomes publicly available without breach of this Agreement, (b) was known to the Receiving Party prior to disclosure, (c) is rightfully received from a third party without an obligation of confidentiality, or (d) is independently developed without use of the Disclosing Party's information.

The obligations of confidentiality shall continue for a period of years from the date of disclosure, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title, and interest in Deliverables created specifically for Client under this Agreement, and Client is granted all rights necessary to use such Deliverables for its business purposes. Contractor retains ownership of Contractor's pre-existing materials and tools; Contractor grants Client a non-exclusive license to incorporate such pre-existing materials to the extent contained in the Deliverables.

Indemnification and Limitation of Liability

Each party shall indemnify the other against third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for indemnification obligations and breaches of confidentiality, in no event shall either party's aggregate liability exceed the amounts actually paid under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its principles of conflict of laws. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or related to this Agreement.

Entire Agreement

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section above or to such other address as a party may designate by notice. Notices shall be deemed given when delivered personally, sent by certified mail, or sent by nationally recognized overnight courier.

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