Business CIC Document

Business CIC Document

This Business CIC Document (the "Agreement") is made effective as of between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain services in furtherance of the Client's community interest objectives and commercial activities consistent with the Provider's capabilities; and

WHEREAS, Provider has represented that it has the personnel, experience, and resources to perform the services described in this Agreement and agrees to undertake such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

1. Scope of Work

Provider shall perform the tasks, deliverables, and milestones set forth in the Scope of Work with commercially reasonable skill and care. Provider shall provide periodic progress reports at intervals specified by Client and shall comply with any acceptance criteria set forth in the Scope of Work.

2. Payment Terms

Client shall pay Provider in accordance with the Payment Schedule. Unless otherwise set forth in writing, invoices are payable within days of receipt. Late payments shall bear interest at the lesser of (a) the rate of or (b) the maximum rate permitted by law. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in obtaining overdue amounts.

3. Term and Termination

This Agreement shall commence on and shall continue until unless terminated earlier as provided herein.

Either party may terminate this Agreement for convenience by providing written notice at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice describing the breach.

4. Confidentiality

"Confidential Information" means all non‑public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Recipient shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except to 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 publicly known without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or order of a court or governmental authority, provided Recipient gives prompt notice to Discloser to seek protective relief.

5. Intellectual Property

Unless otherwise agreed in writing, Provider shall retain ownership of all pre-existing intellectual property and tools it uses in the performance of services. Subject to Client's timely payment of all amounts due, Provider hereby assigns to Client all right, title, and interest in and to deliverables custom-created for Client under this Agreement, excluding Provider's pre-existing materials and third-party materials, which shall be licensed to Client on a non-exclusive, royalty-free basis to the extent necessary to use the deliverables for Client's internal purposes.

6. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses or damages (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct or negligence.

7. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

8. Entire Agreement and Amendments

This Agreement, including any attachments and mutually executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

9. Notices

Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon receipt.

10. Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets.

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