Business Delayed Document

Business Delayed Document

This Business Delayed Document (the Agreement) is entered into as of by and between (Client) and (Contractor).

WHEREAS

WHEREAS, Client and Contractor entered into an operative agreement describing the provision of goods and/or services with an original scheduled delivery or completion date of ; and

WHEREAS, due to the circumstances described herein, the Parties agree to document a temporary delay, extend certain deadlines, and set revised payment and performance terms to avoid immediate termination or disputed claims;

WHEREAS, the Parties desire to memorialize agreed adjustments to the schedule and related commercial terms and to allocate risk and notice obligations related to the delay.

Delay Details

Revised anticipated delivery or completion date:

Scope of Work

The Scope of Work subject to this Delay Document is limited to the tasks, deliverables, and milestones set forth in the original agreement, as modified below. The Parties acknowledge that only the items expressly described below are altered; all other obligations remain in full force and effect.

Payment Terms

The Parties agree the following payment adjustments and schedule apply for work impacted by the delay:

If payment due under this Delay Document is not received within the agreed payment period, the Late Fee or interest specified above will be applied to outstanding sums. The application of late fees shall not constitute an exclusive remedy and does not preclude other remedies under the operative agreement.

Term and Termination

This Delay Document commences on the Term Start Date and remains effective until the Term End Date, unless earlier terminated in accordance with this section.

Either Party may terminate this Delay Document for material breach of its terms if the breaching Party fails to cure such breach within the notice period specified above. Termination of this Delay Document does not automatically terminate the underlying operative agreement unless expressly stated herein.

Confidentiality

Each Party shall maintain in confidence all non-public information received from the other Party in connection with the subject matter of this Delay Document, and shall not disclose such information except to those employees, agents, or representatives with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential information does not include: (a) information already lawfully known to the receiving Party; (b) information in the public domain through no fault of the receiving Party; or (c) information required to be disclosed by law, provided that the disclosing Party is given prompt written notice to seek protective measures.

Force Majeure

Neither Party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, fire, flood, epidemics, labor disputes, supply chain interruption, governmental actions, or other events of force majeure. The affected Party shall provide prompt written notice of the event and use commercially reasonable efforts to mitigate the delay.

Governing Law

This Delay Document and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

Entire Agreement

Except as expressly modified by this Delay Document, the operative agreement remains unchanged and in full force and effect. This Delay Document, together with the operative agreement and any documents expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, whether written or oral.

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