Business Contract TCF Wray

Business Contract TCF Wray

This Business Contract ("Agreement") is entered into as of Effective Date: by and between Provider Name: and Client Name: .

Recitals

WHEREAS, Provider is engaged in the business of providing professional services and has represented that it possesses the expertise, personnel and resources necessary to perform the services described below; and

WHEREAS, Client desires to retain Provider to perform such services on the terms and conditions set forth in this Agreement, and Provider is willing to perform such services for Client in accordance with this Agreement.

Scope of Work

Provider will perform the services described below in a professional and workmanlike manner. Provider shall supply personnel, materials and supervision necessary to complete the services unless expressly stated otherwise.

Payment Terms

Invoices shall be issued by Provider in accordance with the payment schedule. Client shall pay undisputed amounts within days of receipt of invoice. Late payments shall accrue interest at the rate specified below.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party 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 within thirty (30) days after written notice of breach.

Confidentiality

"Confidential Information" means non-public information disclosed in any form by one party to the other that is designated confidential or that reasonably should be understood to be confidential. Each party agrees (i) to hold the other party's Confidential Information in strict confidence, (ii) not to disclose such Confidential Information to any third parties except as permitted herein, and (iii) to use Confidential Information solely to perform obligations or exercise rights under this Agreement. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party prior to disclosure, or is rightfully received from a third party without restriction.

Upon termination or expiration of this Agreement, each party shall promptly return or destroy the other's Confidential Information and certify in writing that it has done so, except to the extent retention is required by law or retained copies are secured in backup systems.

Independent Contractor; Insurance

Provider is an independent contractor and not an employee, partner or agent of Client. Provider shall be responsible for payment of all employment taxes and benefits for its personnel. Provider shall maintain appropriate insurance coverage as required by law and customary for the services provided.

Limitation of Liability; Indemnification

Except for willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, indirect or punitive damages arising from this Agreement. Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of its negligent acts or omissions in connection with the performance of 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 law principles. Venue for any action arising out of this Agreement shall be exclusively in the state or federal courts located in that state.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. Any amendment or modification to this Agreement must be in writing and signed 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. Notices shall be deemed given upon personal delivery, three (3) days after deposit in certified mail, or one (1) business day after delivery to an overnight courier.

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