Business Contract Memo

Business Contract Memo

This Business Contract Memo (the Memorandum) is made effective as of by and between:

WHEREAS

WHEREAS, Client engages Provider to perform the services described in this Memorandum, and Provider represents that it has the expertise, personnel, and resources to perform such services in accordance with the terms set forth below;

WHEREAS, the parties wish to reduce to writing the principal commercial terms and conditions governing the engagement and to record their mutual understanding concerning scope, compensation, confidentiality, and the respective obligations of the parties;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Memorandum, the parties agree as follows:

Scope of Work

Provider will perform the following services and deliverables for Client. The parties acknowledge that specific tasks, milestones, and acceptance criteria shall be as described below and may be amended by written agreement signed by both parties.

Payment Terms

Client shall pay Provider for the services described above in accordance with the following terms:

Invoices are due and payable within days of the invoice date. Overdue amounts shall accrue interest at a rate of , or the maximum rate permitted by law, whichever is lower.

Term and Termination

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

Either party may terminate this Memorandum for convenience upon prior written notice to the other party of at least days. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days following written notice of such breach. Termination shall not relieve Client of its obligation to pay for services rendered and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party agrees that, during the term of this Memorandum and for a period of three (3) years thereafter, it will hold in strict confidence and not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public information disclosed by a party 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. Confidential Information does not include information that is publicly known through no wrongful act of the recipient, independently developed without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction.

The receiving party shall use Confidential Information solely for the purposes of performing its obligations under this Memorandum and shall take reasonable measures to protect such information from unauthorized disclosure. If disclosure is required by law, the receiving party will provide prompt written notice to the disclosing party and cooperate in any lawful action to contest or limit the disclosure.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Memorandum and to perform its obligations hereunder. Provider further represents that the services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses arising from its negligence or willful misconduct in connection with this Memorandum. Except for liability arising from willful misconduct or gross negligence, in no event shall either party's aggregate liability under this Memorandum exceed the total amounts paid by Client to Provider under this Memorandum.

Governing Law

This Memorandum shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

Entire Agreement and Amendment

This Memorandum, together with any exhibits or written statements of work signed by both parties, 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. Any amendment or modification to this Memorandum must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Memorandum is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its duties under this Memorandum without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

The parties acknowledge that this Memorandum is intended to record the principal commercial terms of their engagement and that the parties may execute more detailed contractual documents incorporating these terms.

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