Business CBB Template

BUSINESS CBB TEMPLATE

Parties

Recitals

WHEREAS, Company Name: is engaged in the business of providing goods and/or services in its ordinary course of business; and

WHEREAS, Service Provider Name: possesses technical expertise and experience relevant to the services contemplated by this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Company effective as of Effective Date: .

Scope of Work

1. Engagement: Service Provider shall perform the services described below and any ancillary work reasonably necessary to accomplish the described services. The services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

2. Compensation: In consideration for the services, Company shall pay Service Provider the amounts and on the schedule set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

2.1 Invoicing: Service Provider shall submit invoices to Company in accordance with the payment schedule. Company shall pay undisputed invoices within Invoice Period (days): days of receipt.

2.2 Late Payment: Amounts not paid when due shall accrue interest at the rate of Late Fee (percent per month): % per month, or the maximum rate permitted by law, whichever is lower, calculated daily from the due date until paid.

Term and Termination

3.1 Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): days prior to the intended termination date.

3.3 Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure the breach within Cure Period (days): days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

4.1 Definition: "Confidential Information" means non-public information disclosed by a party that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligation: Receiving party shall maintain Confidential Information in strict confidence, shall not use it except to perform obligations under this Agreement, and shall not disclose it to any third party except as required by law or with prior written consent of the disclosing party. Receiving party shall take commercially reasonable measures to protect Confidential Information no less stringent than those used to protect its own confidential materials.

4.3 Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no breach by receiving party, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of confidential materials.

4.4 Duration: The obligations in this Section shall survive termination of this Agreement for Confidentiality Period (years): years, or for the maximum period allowed by law.

Representations; Independent Contractor; Insurance

5.1 Each party represents that it has the legal right and authority to enter into this Agreement. Service Provider shall perform services as an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship.

5.2 Insurance: Service Provider shall maintain appropriate insurance coverage to protect against liabilities arising from the performance of services and shall provide evidence of such insurance upon request.

Indemnification; Limitation of Liability

6.1 Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising out of its negligent acts or willful misconduct in connection with this Agreement, subject to applicable law.

6.2 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES.

Governing Law; Dispute Resolution

7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to conflict of law principles.

7.2 Dispute Resolution: The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If unresolved, either party may pursue any remedies available at law or equity in the courts of the governing jurisdiction.

Entire Agreement; Amendments

8.1 Entire Agreement: This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, written or oral.

8.2 Amendments: No amendment or modification to this Agreement will be effective unless in writing and signed by duly authorized representatives of both parties.

Notices

9.1 All notices under this Agreement shall be in writing and sent to the address specified in the Parties section or such other address as a party may designate by written notice. Notices shall be deemed given upon receipt.

Miscellaneous

10.1 Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

10.2 Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

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