Business CLP New Template

BUSINESS CLP NEW TEMPLATE

Recitals

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

WHEREAS, Client desires to engage Service Provider to provide consulting, licensing, process or project services as described in this Agreement; and

WHEREAS, Service Provider has the experience, qualifications, and personnel necessary to perform the services on the terms set forth herein.

Parties and Contact Information

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. The Scope of Work may include project planning, implementation, deliverable production, user acceptance support, and training as applicable.

Payment Terms

Client shall pay Service Provider the fees set forth below in USD. Unless otherwise specified, invoices shall be issued in accordance with the payment schedule and are due in accordance with the terms below.

Any undisputed invoice not paid within days of the invoice date shall accrue interest at a rate of per month (or the highest rate permitted by law, if lower). In addition, Service Provider may suspend performance for nonpayment after providing notice as required in this Agreement.

All fees exclude taxes. Client is responsible for any sales, use, value added, withholding or similar taxes arising from the transactions contemplated by this Agreement, except for taxes based on Service Provider's net income.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days prior written notice. Either party may terminate immediately for material breach that remains uncured for 30 days after written notice of such breach, or immediately for insolvency or similar events.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to those employees, contractors and agents with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (iii) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. Remedies for breach shall include injunctive relief in addition to any other remedies at law or in equity.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and tools used in performing the services. Client shall obtain a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment. Any third-party components remain subject to their respective licenses.

Indemnification and Liability

Each party shall indemnify the other against third-party claims arising from its gross negligence or willful misconduct. Except for breaches of confidentiality or willful misconduct, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, punitive, or special damages.

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 the state and federal courts located within that State for any suit arising out of this Agreement.

Miscellaneous

Assignment: Neither party may assign this Agreement without the other's prior written consent, except to a successor by merger or sale of substantially all assets. Notices: All notices shall be in writing and delivered to the addresses set forth in this Agreement. Severability: If any provision is held unenforceable, the remaining provisions will remain in full force. Waiver: Failure to enforce a provision is not a waiver of future enforcement.

Entire Agreement

This Agreement, together with 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 or representations, whether written or oral.

Signatures

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