Business Contract Offer Letter

BUSINESS CONTRACT OFFER LETTER

Date of Offer:

Company Name:    Company Contact:

Contractor Name:    Contractor Contact:

RECITALS

WHEREAS, Company is engaged in the business of providing goods and services and desires to retain Contractor to perform certain services on the terms set forth herein; and

WHEREAS, Contractor represents that Contractor has the experience, personnel, and resources necessary to perform the services described in this Offer Letter and is willing to accept such engagement on the terms and conditions set forth below; and

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

SCOPE OF WORK

Contractor shall perform the services and deliverables described below, in accordance with the schedule and specifications set forth:

PAYMENT TERMS

Total Contract Amount: $

Payment Due: Net days from invoice date.

Late Payment Fee: Late payments shall incur interest at of the unpaid balance, compounded monthly, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within a commercially reasonable cure period as specified in such notice.

Upon termination, Contractor shall deliver all completed work and invoices for services performed through the effective date of termination. Company shall pay Contractor for all undisputed services performed and expenses incurred through the effective date in accordance with the Payment Terms.

This Agreement shall automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least days prior to the then-current term expiration.

CONFIDENTIALITY

Contractor acknowledges that during the performance of services Contractor will have access to confidential and proprietary information of Company ("Confidential Information"). Contractor shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party without the prior written consent of Company, except as required by law. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement by Contractor, or which Contractor can demonstrate by written records was already known to Contractor prior to disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Offer Letter, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith a valid provision that approximates the intent and economic effect of the invalid provision.

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