Business Contract Notes

BUSINESS CONTRACT NOTES

This Business Contract Notes (the Agreement) is made as of by and between Client Name: with principal address , and Contractor Name: with principal address .

Recitals

WHEREAS, Client desires to engage Contractor to perform certain services related to the project described below, and Contractor has the experience and capability to provide such services on the terms set forth in this Agreement.

WHEREAS, the parties intend these Business Contract Notes to set forth the scope, deliverables, payment terms and other binding obligations governing the engagement between the parties.

WHEREAS, the parties acknowledge that the written provisions contained herein, together with any attachments or schedules expressly incorporated, constitute the understanding of the parties regarding the subject matter.

Scope of Work

Payment Terms

Total Contract Amount: . Payment shall be made in accordance with the following schedule:

Payment Due: Invoices are due within days of invoice receipt. Late payments shall accrue interest at on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for all reasonable collection costs, including attorney fees, incurred by Contractor in collecting overdue amounts.

Term and Termination

Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party given at least prior to the effective date of termination. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by one party to the other, whether disclosed orally, visually or in writing, 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: Each receiving party shall (a) protect Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information of the disclosing party for any purpose except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, regulation or court order, provided the receiving party gives prompt written notice and cooperates with any efforts to obtain confidential treatment or a protective order.

Survival: The confidentiality obligations shall continue for a period of following termination or expiration of this Agreement.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder. Contractor warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnification: Contractor shall indemnify and hold Client harmless from and against any third-party claims arising out of Contractor's gross negligence or willful misconduct in the performance of services. Client shall indemnify and hold Contractor harmless from and against any third-party claims arising from Client's misuse of deliverables or Client's breach of this Agreement. Indemnified parties shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with such claims.

Limitation of Liability

Except for liability arising from a party’s gross negligence, willful misconduct or indemnification obligations, neither party shall be liable for any incidental, consequential, special or punitive damages, and each party's aggregate liability for any claim arising under or related to this Agreement shall not exceed the total amount actually paid by Client to Contractor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices required or permitted under this Agreement must be in writing and sent to the addresses set forth below or such other address as a party designates by written notice.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives of the parties. If the dispute is not resolved by negotiation within thirty (30) days, either party may pursue any available remedy in the courts of that state.

Entire Agreement; Amendment

This Agreement, together with any Schedules or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

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