Business CLP Template

Business CLP Template

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

WHEREAS

WHEREAS, Client operates a business engaged in commercial activities and desires to retain Provider to perform certain services and to receive certain limited licensing and proprietary protections in accordance with the terms set forth herein;

WHEREAS, Provider possesses experience, personnel and intellectual property necessary to perform the Scope of Work and is willing to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Work, payment, confidentiality and the terms of their business relationship.

1. Scope of Work

Provider shall perform the services and deliverables described below (the Scope of Work). Provider shall perform the Scope of Work in a professional and workmanlike manner in accordance with industry standards.

2. Payment Terms

Client shall pay Provider the fees and reimbursements specified below in exchange for the timely performance of the Scope of Work.

Any undisputed amount not paid when due shall accrue interest at a rate of after a grace period of . Client shall also be responsible for reasonable collection costs, including attorneys' fees, on any overdue amounts.

Reimbursable expenses: Expenses will be reimbursed upon submission of documentation and in accordance with the payment schedule above.

3. Term and Termination

This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated pursuant to this Section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, customer lists, pricing, technology, specifications, trade secrets and other proprietary materials.

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

Confidentiality Period: The obligations in this Section shall continue for a period of from the date of disclosure, except that trade secrets shall remain protected for so long as they meet the legal definition of a trade secret.

Upon termination or upon request, Receiving Party shall promptly return or destroy all Confidential Information and provide certification of such return or destruction if requested by the Disclosing Party.

5. Intellectual Property and License

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to any pre-existing intellectual property and any materials developed by Provider in the course of performing the Scope of Work. Provider grants Client a non-exclusive, non-transferable license to use deliverables expressly identified as deliverables for Client's internal business purposes, subject to Client's payment of all fees due.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims resulting from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the selected state for any dispute arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, together with any exhibits and schedules expressly incorporated herein, 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 amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous Provisions

Relationship of the parties: Provider is an independent contractor. Neither party shall be deemed an agent, partner or joint venturer of the other. Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets. Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Sign Now