Business CL Document

Business CL Document

This Business Consulting and Licensing Agreement (the "Agreement") is made effective as of by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform consulting, development, licensing and related services described herein and Provider represents that it has the requisite expertise and resources to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties wish to set forth the scope of work, payment terms, confidentiality obligations, and the allocation of rights and responsibilities with respect to services and any licensed materials created or delivered under this Agreement;

WHEREAS, the parties intend that certain information exchanged shall be protected as confidential and that ownership and license rights in materials developed shall be governed by the provisions below.

SCOPE OF WORK

The Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards and the timelines expressly set forth in any attached statement of work. Deliverables will be deemed accepted upon written acceptance by Client or, if no written acceptance is provided, upon the earlier of (a) Client’s use of the deliverable in production or (b) ten (10) calendar days after delivery unless Provider is notified of deficiencies in writing within that period.

PAYMENT TERMS

Unless otherwise agreed in writing, Provider shall invoice Client in accordance with the Payment Schedule. Invoices are due within thirty (30) days of receipt. Overdue payments shall accrue interest at the rate specified above and Client shall reimburse Provider for reasonable costs of collection, including attorneys’ fees.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination for convenience requires the notice period identified above and payment to Provider of all fees and expenses incurred through the effective date of termination, together with any non-cancellable obligations incurred on behalf of Client.

CONFIDENTIALITY

"Confidential Information" means any information disclosed by one party ("Discloser") to the other party ("Recipient") that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, designs, software, source code, trade secrets, pricing, and customer lists.

Recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but not less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality at least as restrictive as those contained herein; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidentiality obligations shall not apply to information that: (i) becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in Recipient's possession prior to disclosure without restriction; (iii) is independently developed by Recipient without use of Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives Discloser prompt written notice and cooperates with Discloser to seek protective relief.

INTELLECTUAL PROPERTY AND LICENSES

Except as expressly provided in a written statement of work, Provider shall retain all right, title and interest in any pre-existing intellectual property and tools used in the performance of services. Client is granted a limited, non-exclusive, non-transferable license to use deliverables for its internal business purposes upon full payment. Any transfer or assignment of Provider intellectual property requires a separate written license or assignment agreement and additional consideration.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall defend, indemnify and hold the other harmless from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties will attempt in good faith to resolve disputes through negotiation. If negotiations fail, the parties may pursue any remedy available at law or in equity in courts located in the chosen state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attached statements of work and exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous negotiations and agreements, written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a lawful provision that, to the extent possible, achieves the original intent.

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