Business Contract and Annex

Business Contract and Annex

Parties

Recitals

WHEREAS, First Party is engaged in the business of providing products and services related to the scope described below; and

WHEREAS, Second Party desires to retain First Party to perform certain services and First Party agrees to provide such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows, effective as of .

Scope of Work

First Party shall perform the services and deliverables described in Annex A attached hereto and incorporated by reference, and as further detailed below:

Payment Terms

In consideration for the services to be performed by First Party, Second Party shall pay First Party the fees set forth below in accordance with the following schedule.

Late payments shall accrue interest at the rate of on any unpaid balance, calculated monthly, from the due date until paid in full. Parties agree that such interest is a reasonable estimate of the costs caused by late payment and not a penalty.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Second Party shall pay First Party for all work performed and expenses incurred through the effective date of termination, subject to any set-offs as expressly provided in this Agreement.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that, if marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely for performance of this Agreement.

The foregoing obligations shall not apply to information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) was already in the receiving party's possession without restriction prior to receipt; or (iv) is independently developed by the receiving party without use of the other party's Confidential Information. The confidentiality obligations in this Section shall survive termination of this Agreement for a period of years.

Annex(es)

The following annexes are attached to and form part of this Agreement. Each annex describes supplemental obligations, deliverables or specifications that apply to the Agreement.

Annexes attached: Annex A (Scope and Deliverables) Annex B (Pricing and Rate Card) Annex C (Project Timeline)

Representations; Indemnity

Each party represents that it has full power and authority to enter into and perform its obligations under this Agreement. Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to applicable limits of liability set forth in any annex.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including all annexes and written appendices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification shall be effective unless executed in writing by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice is effective upon personal delivery, three (3) days after deposit in the U.S. mail with certified mail return receipt requested, or one (1) business day after delivery to a nationally recognized overnight courier.

Sign Now