Business Constant Template

BUSINESS CONSTANT TEMPLATE

This Business Constant Template (the "Agreement") is made effective as of Effective Date: by and between Client Name: with Address: , and Provider Name: with Address: .

RECITALS

WHEREAS, Client engages Provider to perform certain business services and deliverables described herein, and Provider represents that it has the necessary expertise, personnel, and resources to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the subject matter of this Agreement in order to govern performance, payment, confidentiality, and dispute resolution; and

WHEREAS, the parties intend for this Agreement to serve as a standing template governing individual statements of work or purchase orders incorporating its terms.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Provider a fee equal to (Payment Amount) for the services specified in the Scope of Work. All amounts are in the agreed currency and do not include taxes unless expressly stated.

Invoices: Provider shall submit invoices to Client in accordance with the payment schedule. Unless otherwise agreed, Client shall pay each undisputed invoice within days of receipt.

Late Fee: Unpaid amounts shall accrue interest at % per month (or the maximum lawful rate, if lower), together with any collection costs and reasonable attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Termination for Cause: Either party may terminate immediately upon material breach by the other party that remains uncured for more than 15 days after written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Provider shall promptly deliver to Client all work in progress and, at Client's election, completed deliverables.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written, electronic, or in any other form, that is designated as confidential or that, given the nature of the information, a reasonable person would understand to be confidential.

Obligations: Recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information and no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was lawfully in Recipient's possession prior to disclosure as evidenced by written records; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to the disclosing party's Confidential Information.

Return or Destruction: Upon termination or written request, Recipient shall return or destroy Confidential Information and certify such return or destruction. Notwithstanding the foregoing, Recipient may retain one archival copy solely for compliance and recordkeeping purposes subject to confidentiality obligations.

INTELLECTUAL PROPERTY; DELIVERABLES

Ownership of Deliverables: Unless otherwise agreed in writing, Provider assigns to Client all right, title, and interest in and to the deliverables created specifically for Client under this Agreement upon full payment. Provider retains ownership of its pre-existing materials, tools, and know-how, and grants Client a nonexclusive, nontransferable license to any Provider pre-existing materials incorporated in the deliverables to the extent necessary for Client's use of the deliverables.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its breach of this Agreement, negligent acts, or willful misconduct; provided that the indemnified party provides prompt written notice and reasonable cooperation in the defense.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or indemnification obligations, neither party's aggregate liability for direct damages shall exceed the total fees paid to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, special, incidental, or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Jurisdiction: without regard to its conflicts of law principles.

Disputes: The parties shall first attempt in good faith to resolve disputes through direct negotiation. If not resolved within 30 days, the parties may pursue any available legal or equitable remedies in the courts of the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, together with any incorporated statements of work, exhibits, or attachments, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or by overnight courier to the address set forth above or such other address as either party may designate in writing.

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