Business Deal Contract Tool

BUSINESS DEAL AGREEMENT

This Business Deal Agreement (the Agreement) is entered into as of by and between:

Party A Name:    Entity Type: Individual Corporation LLC Other

Party B Name:    Entity Type: Individual Corporation LLC Other

WHEREAS

WHEREAS, Party A is engaged in the business of providing goods, services, or solutions as described herein and possesses the personnel, experience and resources necessary to perform the services set forth in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform the services and deliverables described in this Agreement under the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Total Contract Price:

Payment Method:

Late Payment Fee:   (applies to amounts unpaid after days)

TERM AND TERMINATION

Term Commencement Date:    Termination 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 that remains uncured for days following written notice specifying the breach.

CONFIDENTIALITY

Each party (the Receiving Party) shall maintain in strict confidence all proprietary or confidential information disclosed by the other party (the Disclosing Party) in connection with this Agreement ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly known through no breach by Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided Receiving Party gives Disclosing Party prompt notice and cooperates to seek protective measures.

Receiving Party will use Confidential Information solely to perform its obligations under this Agreement and will limit access to employees and contractors on a need-to-know basis who are bound to confidentiality obligations at least as protective as those herein.

GOVERNING LAW

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

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, sale of substantially all assets, or sale of equity interests.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

Waiver: Failure to enforce any right is not a waiver of that right unless in writing and signed by the party against whom the waiver is asserted.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

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