Business Conjunctional External Template

Business Conjunctional External Template

Parties

This Business Conjunctional Agreement (the Agreement) is made as of between Client Name: , located at

and Contractor Name: , located at

Recitals

WHEREAS, Client engages Contractor to perform certain services described herein in furtherance of Client's external business initiatives and coordinated operations; and

WHEREAS, Contractor represents that it has the experience, personnel, and resources necessary to provide the services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, payment, confidentiality, and governance of the collaborative engagement.

Scope of Work

Contractor shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The scope below constitutes the material obligations of Contractor under this Agreement.

Payment Terms

Client shall pay Contractor the compensation set forth below in consideration for the services performed pursuant to this Agreement.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Confidentiality

For the purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential 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; and (c) not disclose Confidential Information to any third party except to those employees, agents, or contractors with a need to know and who are bound to confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes publicly available other than through a breach of this Agreement, is lawfully obtained from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

Intellectual Property & Work Product

Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title, and interest in work product created specifically for Client under this Agreement. Contractor retains ownership of general knowledge, skills, and methodologies developed prior to or outside the scope of this Agreement. To the extent any preexisting Contractor materials are embedded in delivered work product, Contractor grants Client a non-exclusive, perpetual, royalty-free license to use such materials solely as incorporated in the work product.

Warranties; Limitation of Liability

Contractor warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR BY CLIENT UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS, AND NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that State.

Entire Agreement; Amendment

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Assignment; Notices

Neither party may assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a sale of all or substantially all of its assets or equity interests. Notices under this Agreement shall be in writing and delivered to the addresses provided in the Parties section or such other address as a party designates in writing.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors, and nothing in this Agreement shall create an employment, agency, joint venture, or partnership relationship between the parties.

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