Business Cutter Template

Business Cutter Template

This Business Cutter Template (the "Agreement") is entered into as of Effective Date: by and between the parties set forth below.

Parties

Recitals

WHEREAS, First Party is engaged in the business of providing specialized business process cutting, streamlining, and implementation services; and

WHEREAS, Second Party desires to retain First Party to perform certain business cutter services described herein and First Party is willing to perform such services under the terms and conditions set forth in this Agreement.

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

Scope of Work

First Party shall provide the services described below. The description shall include deliverables, milestones, and acceptance criteria.

Payment Terms

Compensation. In consideration for the performance of the Scope of Work, Second Party shall pay First Party the total compensation set forth below.

Late Payment. Amounts not paid within the time specified on an invoice shall incur a late fee equal to: % per month on the overdue balance, or the maximum rate permitted by law, whichever is less.

Taxes and Expenses. Unless otherwise agreed, the compensation set forth above does not include sales, use or similar taxes. Client shall reimburse reasonable out-of-pocket expenses pre-approved in writing.

Term and Termination

Term. This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination shall not relieve Second Party of obligation to pay for services performed and expenses incurred through the effective date of termination.

Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition of Confidential Information. "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, or electronically, 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.

Obligations. Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) take reasonable steps to protect the confidentiality of such information.

Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was rightfully known to Receiving Party prior to disclosure; (iii) is independently developed without use of Disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. Except for liability arising from breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, punitive, or special damages. The aggregate liability of either party under this Agreement shall not exceed the total compensation paid or payable to First Party under this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments hereto and any written statements of work executed under this Agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notice is effective upon delivery by personal delivery, confirmed email, certified mail, or overnight courier.

Additional Provisions

Independent Contractor. First Party is an independent contractor and nothing contained in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties.

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

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