Business Clients and Suppliers Agreement

Business Clients and Suppliers Agreement

Parties and Effective Date

Client Name:    Effective Date:

Supplier Name:    Contact Person:

Recitals

WHEREAS, Client desires to procure products and/or services from Supplier on the terms and conditions set forth in this Agreement; and

WHEREAS, Supplier represents that it has the expertise, personnel and resources necessary to perform the services and deliver the products described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Supplier shall perform the work described above in a professional and workmanlike manner, in accordance with industry standards. Any change in scope must be agreed in writing by authorized representatives of both parties and, if applicable, shall include adjustments to price and schedule.

Payment Terms

Unless otherwise specified in the Payment Schedule, amounts invoiced by Supplier are due within days of invoice. Overdue amounts shall accrue interest at a rate of % per month (or the maximum permitted by law, if less).

Term and Termination

This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this section.

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

Termination shall not relieve the Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination, except where termination is for Supplier's material breach.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform obligations under this Agreement. "Confidential Information" includes non-public business information and trade secrets designated as confidential, and any information that by its nature should reasonably be considered confidential.

The obligations of confidentiality shall not apply to information that (a) is or becomes publicly available other than by breach of this Agreement; (b) is already known by the Receiving Party without restriction at the time of disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party. The confidentiality obligations shall survive termination of this Agreement for years.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Supplier retains all rights in Supplier's pre-existing materials and methodologies. Upon full payment of amounts due under this Agreement, Supplier assigns to Client all proprietary rights and title in and to the final deliverables specifically created for Client hereunder, subject to Supplier's right to use general skills, know-how and non-confidential techniques developed in the performance of this Agreement.

Indemnification and Limitation of Liability

Supplier shall indemnify and hold harmless Client from third-party claims arising from Supplier's negligent acts or willful misconduct in the performance of services. Client shall indemnify Supplier from third-party claims arising from Client's use of the deliverables, except to the extent caused by Supplier's negligence or willful misconduct.

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality or indemnification obligations, neither party's aggregate liability arising out of or relating to this Agreement shall exceed or the total fees paid under this Agreement, whichever is less.

Insurance

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement by negotiation. If not resolved by negotiation within thirty (30) days, the parties may pursue all available remedies in the state or federal courts located in the agreed jurisdiction.

Entire Agreement

This Agreement, including any exhibits and written change orders signed by authorized representatives of both parties, 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. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger or sale of substantially all of its assets provided the assignee assumes the obligations hereunder. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or agency relationship between them.

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