Business Clause Template

Business Clause Template

This Business Clause Template Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client seeks to retain Service Provider to perform certain professional services described herein in connection with Client's business objectives and operations; and

WHEREAS, Service Provider has represented that it possesses the experience, personnel, and capabilities necessary to perform those services and is willing to perform such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below. The parties agree that services outside the written Scope of Work must be authorized in writing and are subject to additional fees.

Payment Terms

Client shall pay Service Provider for the services performed as follows. All amounts are in lawful currency of the United States unless otherwise noted.

Invoices are due within days of receipt unless otherwise specified. Past due amounts shall accrue interest at a rate of % per month (or the maximum lawful rate if lower). Client is responsible for reasonable collection costs, including attorney fees, incurred in enforcing payment.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may immediately terminate for cause if the other party materially breaches a material obligation under this Agreement and fails to cure such breach within 15 days after receiving written notice specifying the breach.

Confidentiality

Each party (Recipient) shall hold in confidence all non-public, proprietary, or confidential information disclosed by the other party (Discloser) and shall not use or disclose such information except as necessary to perform obligations under this Agreement. Confidential information does not include information that (a) is or becomes generally known to the public through no fault of Recipient; (b) is lawfully received from a third party without restriction; or (c) is independently developed by Recipient without use of Discloser's confidential information. Upon termination of this Agreement, Recipient shall return or destroy Discloser's confidential information as directed by Discloser and certify such destruction upon request.

Intellectual Property and Deliverables

Unless otherwise expressly agreed in writing, Service Provider grants Client a non-exclusive, perpetual (subject to payment and termination provisions), worldwide license to use deliverables produced under this Agreement for Client's internal business purposes. Service Provider retains ownership of pre-existing intellectual property and general know-how; Client receives no rights to Service Provider's pre-existing proprietary tools except to the extent incorporated into final deliverables as expressly provided.

Notices

All notices under this Agreement must be in writing and delivered to the addresses provided below. Notice is effective upon personal delivery, one business day after overnight courier, or three business days after deposit in U.S. mail, postage prepaid.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of state and federal courts located in that State for resolution of disputes.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Entire Agreement

This Agreement, together with any attachments or written amendments executed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification, waiver, or amendment of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is found to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of this Agreement will remain in full force. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. Assignment of this Agreement without the prior written consent of the other party is prohibited, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets.

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