Business Context Outline

BUSINESS CONTEXT OUTLINE

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client and Service Provider desire to document the business context, scope, and commercial terms under which the Service Provider will perform professional services for the Client on the project described below; and

WHEREAS, the parties intend this Business Context Outline to provide a clear statement of expectations and binding commercial terms that will govern subsequent work orders, statements of work, or master services agreements that reference this document; and

WHEREAS, the parties agree that certain terms set forth in this document shall be binding upon execution by authorized representatives of both parties.

Project Identification

Scope of Work

The Service Provider will perform the services described below. The description must be sufficiently detailed to permit evaluation of performance, deliverables, and timeline.

Payment Terms

The Client shall pay the Service Provider for services rendered as set forth in this section. Invoices shall reference the project title and deliverable milestone(s).

Term and Termination

This Business Context Outline shall be effective as of the Effective Date and shall continue in effect until the End Date, unless earlier terminated in accordance with the terms below.

Effective Date:     End Date:

Termination for Cause: Either party may terminate upon material breach by the other party that remains uncured for the number of days specified above following written notice describing the breach.

Confidentiality

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this document; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; and (c) not disclose Confidential Information to third parties except to those employees, consultants, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party; (ii) was already known by the receiving party without obligation of confidentiality; (iii) was developed independently by the receiving party; or (iv) is rightfully obtained from a third party without restriction and without breach of this agreement.

Governing Law and Dispute Resolution

This document shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this document that cannot be resolved by good faith negotiations shall be resolved by the dispute resolution mechanism selected below.

Representations; Compliance

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this document, and that performance will not violate any other agreement, law, or regulation applicable to that party.

Entire Agreement; Amendment

This Business Context Outline, together with any appendices or written statements of work referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this document without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all of its business or assets.

Notices: Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing.

Sign Now