Business Contractor Document

BUSINESS CONTRACTOR AGREEMENT

This Business Contractor Agreement (the "Agreement") is entered into 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 described herein and Contractor represents that it has the necessary qualifications, experience and resources to perform such services in a professional manner; and

WHEREAS, Contractor is engaged in the business of providing the services detailed in this Agreement and warrants that Contractor will comply with all applicable laws, codes and industry standards in the performance of such services; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation and related terms on the terms and conditions set forth below.

SCOPE OF WORK

Contractor shall perform the services described below. The scope set forth here constitutes the primary obligations of Contractor; any change to scope will follow the Change Order procedure set forth in this Agreement.

PAYMENT TERMS

In consideration for the performance of services, Client shall pay Contractor in accordance with the terms below.

Contractor will submit invoices to Client and Client shall remit payment within days of receipt. Invoices shall itemize work performed, dates, hours (if applicable) and agreed expenses.

Unpaid amounts shall accrue interest at a rate of % per month, compounded monthly, or the maximum lawful rate, whichever is less. The parties agree a minimum late charge of shall apply to any invoice past due.

TERM AND TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure within the notice period above. Client shall pay Contractor for all services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by either party in connection with this Agreement. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties except to employees, agents or subcontractors who have a need to know and are bound by comparable obligations; and (c) use it only to perform rights or obligations under this Agreement. Confidential Information does not include information that is publicly known through no breach by the receiving party, independently developed without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction.

Upon termination or request, the receiving party shall return or destroy Confidential Information as directed and confirm in writing the return or destruction.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all Work Product created by Contractor specifically for Client under this Agreement shall be considered "work made for hire" and assignment is made to Client of all right, title and interest. Contractor retains ownership of its general skills, methodologies and pre-existing intellectual property; Contractor hereby grants Client a nonexclusive, perpetual, worldwide license to any Contractor pre-existing materials included in the Work Product to the extent necessary for Client's use.

INDEPENDENT CONTRACTOR; COMPLIANCE

Contractor is an independent contractor and not an employee, agent, joint venturer or partner of Client. Contractor is solely responsible for withholding and paying all taxes and benefits for its personnel, and for procuring any required permits, registrations or licenses. Contractor shall comply with all applicable laws in performing services.

INDEMNIFICATION; LIMITATION OF LIABILITY

Contractor will indemnify and defend Client from third-party claims to the extent resulting from Contractor's gross negligence or willful misconduct. Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable to the other for consequential, incidental or punitive damages. Each party's aggregate liability for claims arising out of this Agreement shall not exceed the fees paid by Client to Contractor under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any dispute shall be in the appropriate state or federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, including all exhibits and documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter hereof. Any amendment or waiver must be in writing and signed by both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as a party may specify in writing) and shall be effective upon receipt.

ADDITIONAL PROVISIONS

Each party represents and warrants that it has the full power and authority to enter into this Agreement. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now