Business Contract Specification

BUSINESS CONTRACT SPECIFICATION

This Business Contract Specification (the "Agreement") is entered into as of (Effective Date) by and between:

RECITALS

WHEREAS, Client desires to engage Contractor to perform the services and deliverables set forth in this Agreement under the terms and conditions contained herein; and

WHEREAS, Contractor has represented that Contractor possesses the skills, experience, personnel and resources necessary to perform the work described in this Agreement and agrees to perform such work in accordance with the terms set forth below; and

WHEREAS, the parties desire to set forth in writing the obligations, scope, payment terms, confidentiality requirements and other provisions governing their business relationship.

SCOPE OF WORK

Contractor shall provide the services and deliverables described below. The description includes required specifications, acceptance criteria, and any milestones. Any change to the Scope of Work must be agreed in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Contractor in accordance with the schedule and amounts set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Late payments shall incur interest and fees as set forth below. Client shall be responsible for any collection costs and attorneys' fees incurred by Contractor in enforcing payment obligations.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified below following written notice.

Upon termination, Contractor shall deliver all completed work and invoice Client for all services performed through the effective date of termination. Client shall pay any undisputed amounts within thirty (30) days of receipt of final invoice.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that in the course of performance it may receive confidential and proprietary information of the other party (the "Disclosing Party"). The Receiving Party shall: (a) maintain such Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party; or (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement, subject to Client's payment of all amounts due. Contractor retains ownership of pre-existing tools, methods and proprietary material used in performing the services, provided Contractor grants Client a nonexclusive, nontransferable license to use such material as incorporated in the deliverables.

WARRANTIES; LIMITATION OF LIABILITY

Contractor warrants that the services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments expressly incorporated herein, 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 written or oral. Any amendment or modification must be in writing and signed by both parties.

NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by commercial overnight courier, to the addresses set forth above or to such other address as either party may designate by notice to the other.

MISCELLANEOUS

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

Sign Now