Business Comm-Works Template

Business Comm-Works Template

Recitals (WHEREAS)

WHEREAS, Client Name: , located at Address: , desires to engage services for communications and related works; and

WHEREAS, Contractor Name: , located at Address: , represents that it has the expertise and capacity to perform the agreed work; and

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

Scope of Work

Contractor shall perform the services and deliverables described below in accordance with the schedule and specifications agreed by the parties. All work shall conform to industry standards and the specific requirements set forth in this Section.

Payment Terms

Client agrees to pay Contractor for the services described above according to the terms set forth in this section. Unless otherwise stated, all amounts are stated in U.S. dollars.

Late Payment: If any payment is not received within days of its due date, Client shall pay a late fee of on the outstanding balance, compounded monthly, or the maximum lawful rate, whichever is less. Contractor may suspend performance for nonpayment after providing days' written notice.

Expenses: Reimbursable out-of-pocket expenses shall be billed in addition to fees only if pre-approved in writing by Client. Taxes: Contractor responsible for applicable taxes (check if applicable).

Term and Termination

This Agreement commences on the Start Date: and continues until the End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (the "Recipient") shall hold in strict confidence any Confidential Information disclosed by the other party (the "Discloser") and shall not use such information except to perform its obligations under this Agreement. "Confidential Information" means non-public information that is identified 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 breach by the Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the Discloser's Confidential Information; or (d) is required to be disclosed by law, provided the Recipient gives prompt notice and cooperates to limit disclosure.

The confidentiality obligations shall survive termination of this Agreement for years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property; Deliverables

Unless otherwise agreed in writing, all work product, deliverables, and materials created specifically for Client under this Agreement (collectively, "Deliverables") shall be assigned to Client upon full payment. Contractor retains ownership of pre-existing intellectual property and tools, and grants Client a perpetual, non-exclusive, worldwide license to any such pre-existing materials incorporated into the Deliverables solely to the extent necessary to use the Deliverables as intended.

Warranties; Limitation of Liability

Contractor warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. Except for the express warranty set forth herein, each party disclaims all other warranties. To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, consequential, or punitive damages. Contractor's aggregate liability for any claim arising under this Agreement shall not exceed the total amount paid by Client to Contractor under this Agreement in the six (6) months preceding the claim.

Governing Law; 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-law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved within thirty (30) days, disputes shall be resolved by the courts located in the county of the governing law state, and each party consents to exclusive jurisdiction and venue therein.

Miscellaneous Provisions

Entire Agreement: This Agreement, including any Schedules and exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. No amendment shall be effective unless in writing and signed by both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an acquirer of substantially all of its assets or stock.

Notices: Notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing.

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