Business Deal PDF

BUSINESS DEAL AGREEMENT

This Business Deal Agreement (the Agreement) is made and entered into as of Date: by and between Party A: with principal place of business at , and Party B: with principal place of business at .

WHEREAS

WHEREAS, Party A is engaged in the business of providing products, services, or solutions described herein and possesses certain expertise, personnel and resources relevant to the project; and

WHEREAS, Party B desires to retain Party A to perform the services set forth in this Agreement and Party A agrees to perform such services pursuant to the terms and conditions set forth below; and

WHEREAS, the parties intend for this Agreement to define the scope, compensation, confidentiality and other material terms governing their commercial relationship.

SCOPE OF WORK

Party A shall perform the services, deliverables and tasks described below in a professional and workmanlike manner in accordance with industry standards. The scope may be amended only by written agreement signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for the services performed by Party A, Party B shall pay Party A the fees and expenses set forth below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Any undisputed past-due amounts shall accrue interest at a rate of or the maximum rate permitted by applicable law, whichever is lower. In addition, Party A may suspend performance if invoices remain unpaid more than days after receipt of invoice, provided Party A gives prior written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public business, technical, financial or other information disclosed by one party (Discloser) to the other (Recipient) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall (a) use Confidential Information only for the purposes of performing this Agreement, (b) restrict disclosure of Confidential Information to those of its employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) not disclose Confidential Information to any third party without Discloser's prior written consent. Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed without use of or reference to Discloser's Confidential Information. Upon termination or written request, Recipient shall return or certify destruction of Confidential Information, except to the extent retention is required by law, in which case Recipient shall continue to protect such information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Party A shall retain all rights, title and interest in intellectual property created or developed by Party A prior to or outside the performance of this Agreement. Subject to receipt of all fees due, Party A grants Party B a non-exclusive, non-transferable license to use deliverables solely for Party B's internal business purposes. Any third-party components used by Party A remain subject to their respective licenses.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for special, indirect, incidental or consequential damages. Each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees actually paid by Party B to Party A under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other.

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If the dispute is not resolved within sixty (60) days, either party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

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