Business CTM Template

Business CTM Agreement

Parties and Contact Information

Effective Date:

Recitals

WHEREAS, Client Name: desires to engage Service Provider to provide business consulting, technology and marketing services described herein; and

WHEREAS, Service Provider Name: represents that it has the expertise and capacity to perform such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform the Consulting, Technology & Marketing (CTM) Services for Client on and after the Effective Date above.

Scope of Work

Service Provider will perform the services described below in a professional manner consistent with industry standards. The services shall include, but are not limited to, the tasks, deliverables and milestones specified in this section.

Payment Terms

Client shall pay Service Provider as compensation for the services performed under this Agreement as set forth below.

All payments are due in lawful money of the applicable jurisdiction and payments not received when due shall accrue interest and late fees as set forth above. Client is responsible for any reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

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 material breach by the other party if the breach remains uncured for the period specified above following written notice. Either party may terminate without cause upon delivery of the required notice. Termination will not relieve Client of its obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was known to the receiving party prior to disclosure as evidenced by written records, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without use of Confidential Information.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) restrict disclosure to employees, contractors or agents who have a need to know and who are bound to protect confidentiality at least as protective as this Agreement. The obligations of confidentiality shall continue during the Term and for Confidentiality Period (years): after termination.

The parties acknowledge that breach of this clause may cause irreparable harm for which monetary damages are inadequate, and agree that injunctive relief is an appropriate remedy in addition to any other remedies available at law or equity.

Intellectual Property and CTM Rights

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains ownership of its pre-existing materials, tools, methodologies and any general skills, know-how or techniques developed prior to or outside the scope of this Agreement. To the extent any new intellectual property is created specifically for Client under this Agreement, title and ownership shall be:

Representations, Indemnity and Insurance

Each party represents that it has authority to enter into this Agreement. Service Provider shall perform services in a professional manner and shall indemnify and hold harmless Client from third-party claims arising from Service Provider's gross negligence or willful misconduct. Client shall indemnify and hold harmless Service Provider from claims arising from Client-provided materials or Client's breach of this Agreement. The parties shall maintain insurance coverage appropriate to the services provided and shall provide certificates upon request.

Governing Law and Dispute Resolution

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 agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in the jurisdiction of: . The parties may pursue injunctive relief as needed and agree to attempt good faith negotiation prior to commencing litigation.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Amendment: Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Entire Agreement

This Agreement, including any exhibits or 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, understandings, negotiations and discussions, whether oral or written.

Notices

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