Business Deadline Document

BUSINESS DEADLINE DOCUMENT

Parties and Project Identification

Client Name:    Client Address:

Contractor Name:    Contractor Address:

Effective Date:    Project / Engagement Title:

Recitals

WHEREAS, Client and Contractor desire to define the scope, schedule, and liability in connection with the services described herein and to establish an enforceable deadline for completion of the specified deliverables; and

WHEREAS, Contractor represents that it has the experience, personnel and resources necessary to perform the services in accordance with the schedule and quality standards set forth in this agreement; and

WHEREAS, the parties agree that timely completion is material to the business objectives of the Client and that the parties intend to allocate risks and remedies for missed deadlines as provided in this document.

Definitions

For purposes of this Business Deadline Document, "Deadline" means the date identified below by which the final deliverable must be received and accepted by Client. Deadline Date:

Scope of Work

Contractor shall perform the services and deliver the work product described below. The Scope of Work sets forth the tasks, deliverables, quality standards, and acceptance criteria applicable to the Deadline. Contractor shall perform in accordance with industry standards and applicable laws.

Milestones

List of critical interim milestones (if none, leave blank):

Due Date:

Due Date:

Due Date:

Payment Terms

Total Contract Amount: $

Deposit Amount: $    Deposit Due Date:

Balance Due Date:

Late Fee:    or Flat Late Fee: $

Invoices not paid within the Balance Due Date shall accrue the Late Fee as specified above. Client is responsible for reasonable costs of collection, including attorneys' fees, for overdue balances.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this agreement for material breach upon written notice to the other party if the breach remains uncured after the cure period described below. Notice Period Prior to Termination: days. Cure Period for material breach: days.

Immediate termination is permitted for insolvency, bankruptcy, or willful misconduct. Upon termination, Client shall pay Contractor for all work performed and reasonable wind-down costs incurred through the effective date of termination, subject to Client's rights to offset for breach or defective work.

Deadlines, Extensions and Remedies for Missed Deadline

Deadline extensions are not permitted except by written amendment signed by both parties. Extension requested by Contractor must be submitted in writing no later than days prior to the Deadline and must state the factual basis for the extension.

If Contractor fails to meet the Deadline without an agreed extension, Contractor shall be liable for liquidated damages in the amount of $ per business day, up to a maximum of $, unless the parties otherwise agree in writing. These liquidated damages are intended as a reasonable estimate of foreseeable harm and not as a penalty.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party. "Confidential Information" includes business plans, technical data, pricing, and client lists, but excludes information that: (a) is or becomes generally available to the public through no breach of this agreement; (b) was known to the recipient prior to disclosure as shown by written records; or (c) is rightfully obtained from a third party without restriction. The obligations of confidentiality shall survive termination for a period of years.

Warranties; Limitation of Liability

Contractor warrants that services will be performed in a professional manner consistent with prevailing industry standards. EXCEPT FOR THE FOREGOING WARRANTY, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, THE AGGREGATE LIABILITY OF CONTRACTOR FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notice shall be deemed given upon personal delivery, two business days after deposit with a nationally recognized courier, or three business days after mailing by certified mail.

Governing Law; Dispute Resolution

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 agree to attempt in good faith to resolve disputes amicably prior to initiating formal proceedings. If litigation is necessary, the parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen governing law state.

Entire Agreement; Amendments

This Business Deadline Document, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior communications, negotiations, and understandings. No amendment or waiver shall be effective unless in writing and signed by both parties.

Acknowledgment

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms of this Business Deadline Document, including the Deadline, payment terms, and remedies for missed deadlines.

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