Business Deliverables Template

Business Deliverables Template

Recitals

WHEREAS, Client Name: (the "Client") desires certain professional services and deliverables; and

WHEREAS, Contractor Name: (the "Contractor") represents that it has the expertise and resources to prepare and deliver the specified deliverables under the terms set forth herein; and

WHEREAS, Effective Date: , the parties agree to the terms and conditions in this Agreement which governs the scope, schedule, payment, confidentiality, and other obligations related to the Deliverables.

Scope of Work

The Contractor shall perform the services and produce the deliverables described below (collectively, the "Deliverables") in accordance with the schedule and specifications agreed by the parties. The Contractor shall devote the resources necessary to complete the Deliverables in a professional and timely manner.

Itemized Deliverables and Milestones

Deliverable 1 — Title: Due Date:

Deliverable 2 — Title: Due Date:

Deliverable 3 — Title: Due Date:

Payment Terms

Total Contract Amount: .

Invoices shall be submitted by Contractor and payable by Client within days of receipt unless otherwise agreed in writing.

Late Payment Fee: . Interest and fees accrue from the invoice due date until paid in full.

Term and Termination

Term Commencement Date: . Termination Date (if applicable): .

Confidentiality

Definition: "Confidential Information" includes non-public business, technical, financial, customer, and pricing information disclosed by either party in connection with this Agreement, whether disclosed orally, in writing, or by inspection of tangible materials.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) limit disclosure to employees, contractors, and agents with a need-to-know who are bound to confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no breach by the receiving party, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed by the receiving party without use of Confidential Information.

Return or Destruction: Upon termination or written request, the receiving party shall return or destroy Confidential Information within days and certify such return or destruction in writing if requested.

Representations; Warranties; Indemnity

Each party represents and warrants that it has the authority to enter into this Agreement. The Contractor warrants that the Deliverables will materially conform to the Scope of Work at the time of delivery. The Contractor shall indemnify and hold harmless the Client from third-party claims arising from Contractor's breach of representations, negligence, or willful misconduct.

Governing Law and 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 submit to the exclusive jurisdiction of the courts located in that State for any controversy arising out of this Agreement.

Notices

Entire Agreement

This Agreement, including all exhibits and written attachments executed by the parties, 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 written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

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