Business Container Document

BUSINESS CONTAINER DOCUMENT

Parties and Effective Date

This Agreement is entered into on this Day: Month: Year: (the Effective Date) by and between:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services and deliverables as set forth herein, and Service Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth the terms and conditions governing their relationship, including scope, compensation, confidentiality and term, to avoid uncertainty and to allocate risk between them.

WHEREAS, this Business Container Document is intended to serve as the primary agreement describing the parties' mutual obligations and to accommodate attachments or statements of work executed under its terms.

Scope of Work

Service Provider shall perform the services and deliver the work products described in the applicable Statement of Work or schedule attached to this Agreement. If no Statement of Work is attached at the Effective Date, the parties shall execute a Statement of Work specifying duties, milestones, acceptance criteria and deliverables.

Payment Terms

In consideration for the services rendered, Client shall pay Service Provider as set forth below. All payments are due in lawful currency and are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted in accordance with the agreed schedule. Unpaid amounts shall accrue interest at the rate set forth in the Late Payment Fee above, or if not stated, at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for any reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Agreement, shall expire on the End Date.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above following written notice. Termination shall not relieve the Client of its obligation to pay for services performed and accepted prior to termination.

Confidentiality

Each party (the Recipient) shall keep confidential and shall not disclose to any third party any proprietary or confidential information (Confidential Information) of the other party (the Discloser) disclosed under this Agreement. Confidential Information includes, but is not limited to, trade secrets, business plans, financial information, pricing, customer lists and any information designated as confidential or that reasonably should be understood to be confidential.

The Recipient shall use Confidential Information solely for the performance of its obligations under this Agreement, shall limit disclosure to those employees, contractors or agents who have a need to know and shall protect such information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in an executed Statement of Work, all work products, deliverables and materials specifically created for Client by Service Provider under this Agreement (Work Product) shall be deemed work made for hire and Client shall own all right, title and interest therein upon full payment. Service Provider shall retain ownership of its pre-existing materials and general know-how. Service Provider grants Client a perpetual, non-exclusive license to any pre-existing materials incorporated in a deliverable to the extent necessary to use the Work Product for its intended purpose.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner. Each party agrees to indemnify, defend and hold the other harmless from any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to any limitations agreed in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within that state for purposes of resolving any dispute arising under or relating to this Agreement, unless otherwise agreed in writing.

Entire Agreement and Amendment

This Agreement, together with any executed Statement(s) of Work, attachments and schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. Remedies provided herein are cumulative and in addition to any other remedies available at law or in equity.

Sign Now