Business Document Anderson

BUSINESS DOCUMENT ANDERSON

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client engages Service Provider to perform certain professional services as more specifically set forth herein; and

WHEREAS, Service Provider represents that it has the experience, qualifications, and capacity to perform the services described in this Agreement and will perform such services in a professional and workmanlike manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided and compensation will be paid.

Scope of Work

Service Provider shall perform the services described below. Deliverables, milestones, and performance criteria are to be documented and accepted by Client in writing.

Payment Terms

Compensation. Client shall pay Service Provider a total fee of (USD) for the services described above, subject to the schedule below.

Invoicing and Payment Terms. Service Provider will submit invoices to Client upon completion of each milestone or monthly as specified. Invoices are due and payable within days of receipt unless otherwise agreed in writing. Payment shall be made to the bank or account designated by Service Provider.

Late Payment. Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Additionally, Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

Term. This Agreement commences on and, unless earlier terminated in accordance with this Agreement, expires on .

Termination. 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 by the other party if such breach remains uncured for a period of ten (10) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Definition. "Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, 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.

Obligations. Each receiving party shall (a) hold the disclosing party's Confidential Information in strict confidence; (b) use the Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Remedies. The parties acknowledge that a breach of this confidentiality obligation may cause irreparable harm for which monetary damages may be insufficient, and the non-breaching party shall be entitled to seek injunctive relief and any other remedies available at law or equity.

Governing Law; Dispute Resolution

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules.

Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. If the dispute cannot be resolved by negotiation, the parties agree to submit the dispute to mediation prior to initiating litigation. Nothing in this section prevents a party from seeking injunctive relief where necessary to protect its rights.

Representations; Indemnity; Insurance

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. Service Provider shall indemnify and hold harmless Client from and against claims arising from Service Provider's negligence or willful misconduct in performing services. Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services performed.

Entire Agreement; Amendments

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 and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

Amendment. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other. Notices may be delivered by personal delivery, nationally recognized overnight courier, or registered mail.

Sign Now