Business CWL Template

Business CWL Template

This Business CWL Template (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain business services and related deliverables as set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, and facilities necessary to perform the services described herein on the terms and conditions set forth in this Agreement.

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such services.

SCOPE OF WORK

Deliverables will be accepted by Client upon completion of acceptance criteria set forth in the Scope of Work. Acceptance testing period: days following delivery.

PAYMENT TERMS

Total Fee (not inclusive of applicable taxes): $ .

Invoices are payable within days of invoice date. Late payments shall incur interest at the lesser of ()% per month or the maximum rate permitted by law, applied from the due date until paid.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date (if any): .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for days following written notice of the breach.

Upon termination, Provider shall deliver all completed work and any work in progress and Client shall pay Provider for all work performed and accepted through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or professional advisors with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential obligations survive termination for months. Confidential Information does not include information that (i) is or becomes public other than by a breach of this Agreement, (ii) was rightfully known to the recipient prior to disclosure, (iii) is independently developed without use of Confidential Information, or (iv) is rightfully obtained from a third party not under an obligation of confidentiality.

If a party is compelled to disclose Confidential Information by law or order of a court or other governmental authority, it will provide prompt written notice to the disclosing party and cooperate with reasonable efforts to obtain confidential treatment or a protective order.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its 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

This Agreement, including any attachments and written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL TERMS

Independent Contractor. The parties agree that Provider is an independent contractor and not an employee of Client. Provider is solely responsible for all taxes, withholdings, and other statutory obligations.

Remedies. The parties agree that monetary damages may be insufficient to remedy a breach of the confidentiality provisions of this Agreement and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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