Business Contract Term

BUSINESS CONTRACT TERM

This Business Contract Term (the "Agreement") is entered into as of by and between Client Name: with principal place of business at , and Contractor Name: with principal place of business at .

WHEREAS

WHEREAS, Client requires certain business services and deliverables as described herein and wishes to engage Contractor to perform such services on the terms set forth in this Agreement; and

WHEREAS, Contractor represents that it has the expertise, personnel, and resources necessary to perform the services in a professional and timely manner in accordance with industry standards; and

WHEREAS, the parties desire to set forth the scope, compensation, term, confidentiality obligations, and other material terms governing their relationship.

1. SCOPE OF WORK

Contractor shall provide the services and deliverables described below (the "Services"). Contractor shall perform the Services in accordance with the schedule and specifications agreed by the parties and shall furnish all labor, materials, equipment, and supervision necessary for completion.

2. PAYMENT TERMS

In consideration of the performance of the Services, Client shall pay Contractor the fees and reimburse expenses in accordance with this Section. All fees are due in United States dollars and are exclusive of taxes unless otherwise stated.

Contractor shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within thirty (30) days of receipt. Disputed portions shall be handled in good faith; undisputed portions remain payable. Late payments accrue interest as set forth under Late Payment Fee and Contractor may suspend performance if invoices remain unpaid thirty (30) days after written notice.

3. TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice as set forth in the Termination Notice Period. Either party may terminate immediately for material breach that remains uncured for fifteen (15) days after written notice of breach or immediately for insolvency, appointment of a receiver, or similar event. Termination shall not relieve Client of the obligation to pay for Services rendered and expenses incurred prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or circumstances surrounding disclosure, reasonably should be understood to be confidential. Confidential Information includes business plans, technical data, pricing, customer information, and trade secrets but does not include information that: (a) is or becomes public through no fault of the recipient; (b) was rightfully known by the recipient prior to disclosure; (c) is lawfully received from a third party not subject to confidentiality obligations; or (d) is independently developed without reference to the disclosing party's Confidential Information.

The recipient shall: (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (ii) use Confidential Information solely to perform under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than this Agreement. Upon termination or upon request, recipient shall return or destroy Confidential Information and certify such destruction if requested.

5. 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 submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for purposes of enforcing this Agreement.

6. ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules, and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter 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 authorized representatives of both parties.

7. MISCELLANEOUS

7.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an acquirer of substantially all of its assets or a successor by merger.

7.2 Independent Contractor. Contractor is an independent contractor and not an employee, agent, or joint venturer of Client. Contractor is responsible for paying its own taxes and withholding and shall maintain required insurance.

7.3 Remedies; Limitation of Liability. Except for willful misconduct or breaches of confidentiality, each party's liability to the other shall be limited to direct damages not to exceed the amounts actually paid by Client to Contractor under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, or punitive damages.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the contact addresses provided above, and shall be deemed effective upon receipt.

Sign Now