Business CSW Template

BUSINESS CSW TEMPLATE

Effective Date:

Parties

Client Entity Type: Individual Corporation LLC

Service Provider Entity Type: Individual Corporation LLC

Recitals

WHEREAS, Client desires to obtain certain business consulting, systems, and workflow services from Service Provider as more particularly described in this Agreement; and

WHEREAS, Service Provider represents that it has the capability and expertise to perform the services described herein and agrees to perform such services on the terms and conditions set forth in this Agreement; and

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

1. Scope of Work

Service Provider shall provide the services, deliverables, milestones, and acceptance criteria described below. Service Provider shall perform services in a professional and workmanlike manner consistent with industry standards and shall assign qualified personnel to perform the services.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All amounts payable under this Agreement are payable in United States dollars unless otherwise agreed in writing.

All invoices are due within the period stated in the invoice. Client must notify Service Provider in writing of any disputed invoice amount within ten (10) days of receipt; undisputed amounts remain payable and accrue interest as provided above. Service Provider may suspend performance for invoices unpaid beyond thirty (30) days after written notice.

3. Term and Termination

This Agreement commences on the Effective Date and shall continue until the completion of the Scope of Work or until terminated as provided herein.

Start Date:     End Date (if any):

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above following written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination, including work reasonably performed to effect an orderly transition.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors, and agents with a need to know who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the receiving party prior to disclosure as shown by written records; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully received from a third party without restriction.

Remedies: The parties acknowledge that breach of this Section would cause irreparable harm for which monetary damages may be inadequate; therefore, the disclosing party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

5. Intellectual Property; Work Product

Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, perpetual, worldwide license to use, reproduce, and modify the deliverables delivered under this Agreement to the extent necessary for Client's internal business operations. Service Provider retains ownership of pre-existing tools, methodologies, templates, and know-how used in the performance of services, provided no Confidential Information of Client is disclosed.

6. Warranties and Liability

Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. Independent Contractor; Taxes

Service Provider is an independent contractor and not an employee, agent, or joint venturer of Client. Service Provider is responsible for all taxes and withholdings arising from payments under this Agreement and shall indemnify Client for any liabilities, penalties, or interest assessed for failure to pay such amounts.

8. 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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for disputes arising under this Agreement.

9. Entire Agreement; Amendments

This Agreement (including all exhibits and attachments) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

Notices shall be given in writing to the addresses set forth above or to such other address as a party may designate. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Signatures

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