Business Disclaimer Template

BUSINESS DISCLAIMER AGREEMENT

This Business Disclaimer Agreement (the Agreement) is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Business provides products, services, information, or other materials to clients, customers and third parties and desires to set forth certain disclaimers and limitations of liability related to such offerings; and

WHEREAS, Recipient will receive or rely upon information, services, or goods from Business and acknowledges the need to limit warranties and liability to the extent permitted by law; and

WHEREAS, the parties wish to document their respective rights, responsibilities, and the scope of the disclaimer protections set forth in this Agreement.

SCOPE OF WORK / SCOPE OF INFORMATION

The parties agree that the disclaimer provisions in this Agreement apply to the following materials, services, and activities:

DISCLAIMER OF WARRANTIES

Except as expressly provided in a written agreement signed by an authorized representative of Business, all materials, services and goods are provided "AS IS" and "AS AVAILABLE." Business expressly disclaims, to the fullest extent permitted by law, all warranties, whether express, implied or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, in no event shall Business be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, loss of data, business interruption or costs of procurement of substitute goods or services, arising out of or in connection with this Agreement or the materials or services provided hereunder, whether based in contract, tort (including negligence), strict liability or other legal theory, even if Business has been advised of the possibility of such damages.

INDEMNIFICATION

Recipient shall indemnify, defend and hold harmless Business and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's use of the materials or services, breach of this Agreement, or violation of applicable law.

PAYMENT TERMS

The parties agree the disclaimer and related obligations for any paid engagement will be governed by the following payment provisions:

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for any reason upon delivery of written notice to the other party No Later Than prior to the effective termination date. Termination shall not affect accrued obligations, payment obligations, confidentiality obligations or provisions that by their nature survive termination.

CONFIDENTIALITY

The parties acknowledge that certain information exchanged in connection with this Agreement may be confidential. Except as required by law or as otherwise agreed in writing, Recipient shall hold confidential information in strict confidence and shall not disclose it to third parties or use it for any purpose other than performance or receipt of the materials or services covered by this Agreement. Confidential information does not include information that (i) is or becomes publicly available through no fault of Recipient; (ii) was known to Recipient prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to Business's confidential information.

Recipient acknowledges and agrees to comply with the confidentiality provisions above.

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 any dispute arising out of or relating to this Agreement through negotiation. If negotiation does not resolve the dispute within thirty (30) days, either party may pursue any available remedies in the courts of that state.

SEVERABILITY; ENTIRE AGREEMENT

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to that subject matter.

MODIFICATION

No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

ACKNOWLEDGMENT

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. Each party further warrants that it has the authority to enter into this Agreement.

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