Business CWO Document

Business CWO Document

This Contract Work Order ("Work Order") is made effective as of and is issued under the terms of the agreement between the parties named below. Work Order Number:

Parties

WHEREAS

WHEREAS, Client requires certain services and deliverables described herein and desires to engage Contractor to perform such services under the terms of this Work Order; and

WHEREAS, Contractor represents that it has the experience, personnel, and resources necessary to perform the services described in the Scope of Work and agrees to perform such services in accordance with the terms set forth in this Work Order.

WHEREAS, this Work Order is governed by the agreement between the parties and, to the extent of any conflict, the parties agree that the specific provisions of this Work Order will control for the services specified herein.

Scope of Work

Payment Terms

Total Compensation: $ payable in accordance with the schedule below. All sums are exclusive of taxes unless otherwise required by law.

Deposit or Initial Payment (if any): $ due upon execution of this Work Order.

Invoicing: Contractor shall submit invoices in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt of a proper invoice.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs.

Term and Termination

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Work Order for convenience upon providing written notice to the other party at least days prior to the effective termination date. Termination for cause shall be permitted where a non‑defaulting party provides written notice and a cure period of days to remedy a material breach.

Upon termination, Client shall pay Contractor for all services performed and expenses incurred up to the effective date of termination, subject to any setoffs permitted under this Work Order.

Confidentiality

Each party (the "Recipient") agrees that it will not, during the term of this Work Order and for a period of three (3) years following termination, disclose to any third party or use for any purpose other than performing under this Work Order any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non‑public information disclosed in connection with this Work Order, including business plans, technical data, specifications, pricing, customer information and trade secrets, but shall not include information that (a) is or becomes generally available to the public other than through a breach by Recipient, (b) was rightfully in Recipient's possession prior to receipt from Disclosing Party, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by Recipient without use of Disclosing Party's Confidential Information.

Recipient may disclose Confidential Information to the extent required by law or regulation, provided Recipient gives Disclosing Party prompt written notice and cooperates in any lawful effort to limit or protect such disclosure.

Governing Law

This Work Order 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 disputes arising under this Work Order.

Entire Agreement; Miscellaneous

This Work Order, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment to this Work Order will be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign its rights or delegate its obligations under this Work Order without the prior written consent of the other party, except that either party may assign this Work Order in connection with a merger, acquisition or sale of all or substantially all of its assets provided the assignee assumes all obligations hereunder. The invalidity or unenforceability of any provision of this Work Order shall not affect the validity or enforceability of any other provision.

Notices

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