Business COF Template

Business COF Template

This Business Card-On-File Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with Address: and Company Name: with Address: .

Recitals

WHEREAS, Client Name: desires to procure services from Company Name: ; and

WHEREAS, the parties intend that Company retain a card-on-file as an authorized payment method and establish the terms under which such card will be stored and charged;

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

1. Scope of Work

2. Payment Terms

Total Contract Amount: . Payments shall be made according to the schedule below and in U.S. dollars.

Accepted Payment Methods: ACH/Bank Transfer Card (Card on File) Invoice

By checking the box and signing below, Client authorizes Company to retain card details on file and to charge the stored card in accordance with the Payment Schedule and for any invoices approved in writing by the Client. This authorization remains in effect until revoked in writing in accordance with the Notice provisions below. Client hereby authorizes Company to store payment card details and initiate charges as provided in this Agreement.

Cardholder Name:   Last 4 Digits:

Late Payment: If any undisputed amount is not received by Company within days after the due date, Client shall pay a late fee equal to the greater of USD or % per month on the overdue balance, compounded monthly, plus reasonable costs of collection, including attorneys' fees.

3. Term and Termination

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the other party fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach. Termination does not relieve Client of payment obligations for Services performed through the effective date of termination or for any non-cancellable obligations incurred by Company.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees: (a) to hold Confidential Information in strict confidence using no less than a reasonable standard of care; (b) not to disclose Confidential Information to any third party except as expressly permitted herein; and (c) to use Confidential Information only to perform its obligations under this Agreement. Confidential Information does not include information that is: (i) publicly known through no breach by the recipient; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law, provided the disclosing party gives prompt notice to allow the other party to seek a protective order. The obligations of confidentiality will survive termination for a period of .

5. Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party, its officers, directors and employees (the "Indemnified Party") from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement. The Indemnified Party shall promptly notify the Indemnifying Party of any claim subject to indemnification and shall cooperate in the defense.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in the chosen jurisdiction specified above.

7. Entire Agreement

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment must be in writing and executed by authorized representatives of both parties.

8. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach will be effective unless in writing and signed by the waiving party. Notices under this Agreement shall be given in writing to the addresses set forth above and shall be effective upon receipt.

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