Business Commerce Document

BUSINESS COMMERCE AGREEMENT

This Business Commerce Agreement ("Agreement") is made and entered into by and between Service Provider Name: , located at Service Provider Address: , and Client Name: , located at Client Address: . The parties agree as follows.

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing commercial goods, services, or technological solutions and possesses expertise and capacity to perform the services described in this Agreement;

WHEREAS, Client desires to procure certain services from Service Provider under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations in connection with the supply, delivery, and payment for such services.

AGREEMENT EFFECTIVE DATE

Effective Date:

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. Services shall be performed in a professional manner consistent with industry standards and in accordance with the schedule agreed by the parties.

PAYMENT TERMS

Client shall pay Service Provider as follows. All payments are due in U.S. dollars unless otherwise agreed in writing. Service Provider will submit invoices in accordance with the agreed schedule and Client shall pay undisputed amounts within the specified payment period.

All taxes, duties, and other governmental assessments shall be the responsibility of the party required to pay under governing law, except as otherwise agreed. Expenses reasonably incurred by Service Provider in performance of the Scope of Work shall be reimbursed by Client if pre-approved in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): days prior to the intended termination date. Additionally, either party may terminate immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach, or upon insolvency, assignment for the benefit of creditors, or similar financial failure.

Termination shall not relieve Client of its obligation to pay Service Provider for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Discloser) to the other (Recipient) that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, technical data, customer lists, pricing, financial information, and trade secrets.

Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to Recipient's employees, agents, or subcontractors who have a need to know and who are bound by obligations of confidentiality at least as protective as those contained herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) was lawfully in Recipient's possession prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law or court order, provided Recipient provides prompt written notice to Discloser and cooperates with Discloser, at Discloser's expense, in seeking protective measures.

Breach of this confidentiality provision would cause irreparable harm for which monetary damages may be inadequate; accordingly, Discloser is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits, even if advised of the possibility of such damages. Except as otherwise provided herein, the aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total amounts paid or payable to Service Provider under this Agreement during the twelve (12) months prior to the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and referenced schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or as part of a sale of substantially all of its business.

Sign Now