Business Document Barrett

Business Document Barrett

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client Name identified above desires to retain the Service Provider to perform certain business services described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the services described below in a professional manner consistent with industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which such services will be provided and received effective as of the Effective Date below.

Agreement Date and Purpose

Effective Date:

Purpose:

Scope of Work

The Service Provider shall perform the services described below in accordance with the terms of this Agreement. Services shall include deliverables, milestones, and any specific performance standards established by the parties.

Payment Terms

Client agrees to pay the Service Provider for services rendered in accordance with the following terms. All amounts are stated in U.S. dollars unless otherwise noted.

Frequency:

Late Payment: If any undisputed amount due hereunder is not paid within days after the due date, a late fee of % per month shall accrue on the outstanding balance until paid, to the maximum extent permitted by law.

Invoicing Required: (Check if invoicing will be used for billing)

Term and Termination

Term: This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon giving days' prior written notice to the other party. Termination shall not relieve Client of obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Obligations: The receiving party shall not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those set forth herein. The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed without use of the disclosing party's Confidential Information, or (d) required to be disclosed by law, provided the receiving party gives prompt notice and limits disclosure to the extent permitted.

Representations, Warranties and Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. The Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability: Except for gross negligence or willful misconduct, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party arising from or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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 its conflict of laws rules. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in accordance with the rules agreed by the parties.

Notices

Entire Agreement and Amendments

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

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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