Business CEPAT Template

Business CEPAT Template

This Business CEPAT Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with primary business address and Service Provider Name: with primary business address .

Recitals

WHEREAS, Client desires to retain Provider to perform certain professional services described herein and Provider represents that it has the expertise and resources to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties intend that this Agreement set forth their mutual rights and obligations with respect to performance, payment, confidentiality, and other matters arising from the business relationship.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Work

Provider shall perform the services with the degree of skill, care, and diligence ordinarily exercised by professional service providers performing substantially similar services. Deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work above or in attachments incorporated herein by reference.

2. Payment Terms

If any undisputed amount due under this Agreement is not paid within days after the due date, such amount shall accrue interest at the lesser of (i) percent per month or (ii) the maximum rate permitted by applicable law. The parties acknowledge that late payment fees are intended to compensate Provider for delay and not as a penalty.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective date of termination. Either party may terminate immediately for cause upon material breach by the other party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) restrict disclosure to only those employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that (i) is or becomes generally known without breach of this Agreement by the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall, at the disclosing party's option, return or destroy all Confidential Information and certify such destruction in writing.

5. Representations and Warranties; Indemnity

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be performed in a professional manner consistent with industry standards. Except for wilful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental or consequential damages. Each party shall indemnify and hold the other harmless from third-party claims arising from its breach of this Agreement, negligence, or willful misconduct.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles that would apply the laws of another jurisdiction.

7. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

8. Miscellaneous Provisions

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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