Business Commercial Document Template

BUSINESS COMMERCIAL AGREEMENT

Effective Date:

Parties

This Agreement is entered into by and between:

Company Name:    Address:

Service Provider Name:    Address:

Recitals

WHEREAS, Company desires to retain Service Provider to provide certain commercial services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services in a professional and workmanlike manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which such services will be provided.

Scope of Work

Payment Terms

Invoices submitted by Service Provider shall be due within days of receipt. Payment shall be made by .

Past due amounts shall accrue interest at the lesser of (i) % per month or (ii) the maximum amount permitted by law. A one-time administrative late fee of may also apply.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach shall be effective immediately upon written notice if the breach remains uncured for days following notice.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a party relating to its business, operations, customers, pricing, technical data, designs, trade secrets, or other proprietary information, whether disclosed verbally, in writing, or electronically.

Obligations: Each recipient of Confidential Information shall (i) protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was known to recipient prior to disclosure by discloser, (c) becomes known to recipient from a third party without breach of any obligation of confidentiality, or (d) is independently developed by recipient without use of discloser's Confidential Information.

Duration: The obligations in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as required by applicable law.

Representations, Warranties and Covenants

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of that party's negligent acts, willful misconduct, or breach of this Agreement.

Limitation: Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid or payable by Company to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If unresolved within days, disputes shall be resolved by binding arbitration in the chosen jurisdiction.

General Provisions

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Relationship of Parties: The Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

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