Business CTR Document

BUSINESS CTR AGREEMENT

This Business CTR Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: and Contractor Name: .

PARTY IDENTIFICATION

Individual Corporation LLC Partnership Other:

Individual Corporation LLC Partnership Other:

RECITALS

WHEREAS, Client Name: desires to engage Contractor to perform certain services as described below; and

WHEREAS, Contractor Name: has the qualifications, experience and ability to perform such services under the terms set forth in this Agreement; and

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

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: $ . All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Deposit/Initial Payment: $ due upon execution. Remaining balance to be paid as follows:

Invoices shall be issued by Contractor and are payable within days of receipt unless otherwise specified. Overdue amounts shall bear interest at a rate of per month (or the maximum lawful rate if less). In addition to interest, Client shall be responsible for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Start Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure such breach within thirty (30) days of receipt of notice specifying the breach. Upon termination, Contractor shall be entitled to payment for all services performed and approved expenses incurred up to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during the course of performance it may obtain Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes publicly known through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice and cooperates, at the disclosing party's expense, in seeking a protective order or other appropriate remedy.

The receiving party shall use Confidential Information only for the purposes of performing this Agreement, shall restrict disclosure to employees and subcontractors having a need to know, and shall protect such 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.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, all deliverables specifically created for Client under this Agreement shall be considered "work made for hire" and ownership of such deliverables shall vest in Client upon full payment. Contractor retains ownership of pre-existing materials, tools, software, and methods. Contractor grants Client a non-exclusive, perpetual license to use Contractor's pre-existing materials to the extent incorporated in deliverables.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its representations, warranties or obligations under this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a party's indemnification obligations, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, and each party's aggregate liability shall not exceed the total amounts paid or payable by Client to Contractor under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

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 State for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Contractor may assign receivables.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses provided in the Party Identification section or to such other address as a party may designate in writing.

Sign Now