Business Clauses Template

BUSINESS CLAUSES TEMPLATE

Parties

This Agreement is made as of by and between:

Recitals

WHEREAS, Party A is engaged in the business of providing and has expertise relevant to the services described herein;

WHEREAS, Party B desires to retain Party A to perform certain services and to obtain deliverables under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to document their agreement regarding the scope, payment, confidentiality and other commercial terms.

Scope of Work

Party A shall perform the services and deliver the work products described below. The scope is to be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration of the performance of the Scope of Work, Party B shall pay Party A in accordance with the following terms. All amounts are stated in the currency agreed by the parties and are exclusive of taxes unless otherwise stated.

In addition to the late fee described above, Party A may suspend performance if invoices are not paid within the payment terms, provided Party A gives written notice and a reasonable opportunity to cure.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Termination shall not relieve either party of obligations accrued prior to the effective date of termination. Provisions that by their nature survive termination shall remain in effect.

Confidentiality

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party to the other, whether disclosed orally, in writing, electronically or by inspection, including but not limited to business plans, technical data, trade secrets, pricing, customer lists and other commercially valuable information.

The receiving party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, agents or contractors with a need to know who are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely for the purposes of performing this Agreement.

Exceptions: confidentiality obligations do not apply to information that is (i) already known to the receiving party without restriction, (ii) becomes publicly known through no fault of the receiving party, (iii) received from a third party without breach of any obligation of confidentiality, or (iv) independently developed without use of the disclosing party's Confidential Information. Confidentiality obligations shall survive termination for a period of years following termination.

The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages may be an inadequate remedy; accordingly, injunctive relief shall be available in addition to other remedies.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in such jurisdiction for any dispute arising out of or relating to this Agreement.

Entire Agreement and Miscellaneous

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or waiver shall be effective unless in a writing signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement 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 an affiliate or to a successor in interest by merger or sale of substantially all assets without consent.

Representations and Warranties; Remedies

Each party represents that it has full power and authority to enter into this Agreement and that the execution, delivery and performance of this Agreement have been duly authorized. Except as expressly set forth herein, the services are provided "as is" and each party disclaims all other warranties to the fullest extent permitted by law. Remedies available under this Agreement are cumulative and not exclusive.

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