Business DCC Template

Business DCC Template

This Business DCC Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name:

Recitals

WHEREAS, Client requires certain deliverables, services and collaborative exchange of data, materials and confidential information in connection with the business activities described herein; and

WHEREAS, Service Provider has expertise and will perform the services and supply deliverables under the terms set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations, including data custody, confidentiality, and payment terms.

Scope of Work

Service Provider shall perform the services and deliver the work product described below. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

The total compensation for the services described in this Agreement shall be: Total Amount:

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of % per month (or the maximum allowed by applicable law), plus reasonable collection costs.

Term and Termination

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

Either party may terminate this Agreement for convenience by providing days' prior written notice to the other party. Either party may terminate immediately upon written notice for the other party's material breach if such breach is not cured within 30 days after receipt of written notice describing the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether oral, written or electronic, including business plans, financial data, customer lists, technical data, software, processes, and trade secrets.

Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is received by the Receiving Party without restriction from a third party having a right to disclose; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Upon termination or expiration of this Agreement, the Receiving Party shall, at Disclosing Party's option, return or destroy all Confidential Information and certify such return or destruction in writing. The obligations in this section shall survive termination for a period of , except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations and Warranties; Liability

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that the services will be performed in a competent and professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND ALL IMPLIED WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Except for claims arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special, punitive or exemplary damages. The parties' aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement in the preceding twelve (12) months.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. Venue for any dispute shall be the state or federal courts located in that jurisdiction.

Assignment; Severability; Amendment

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any term is held invalid, the remainder of the Agreement will continue in full force. This Agreement may be amended only by a written instrument signed by both parties.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, proposals, and communications relating thereto.

Notices

Entity Type

Client Entity Type: Corporation Limited Liability Company Sole Proprietorship Other

Service Provider Entity Type: Corporation Limited Liability Company Sole Proprietorship Other

Sign Now