Business Document BDBWeb

Business Document BDBWeb

Parties and Contact Information

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to obtain certain services related to the Client's business operations and has selected Provider to perform such services under the terms set forth herein; and

WHEREAS, Provider represents that it has the professional capability, personnel, and resources necessary to provide the services described in this Agreement and agrees to perform such services in accordance with the terms and standards established in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Scope of Work

Provider shall perform the services described below. The description sets forth the minimum required deliverables and standards; any deviations must be approved in writing by Client.

Payment Terms

Compensation for the services described in this Agreement shall be as set forth below. Provider shall invoice Client in accordance with the payment schedule. All amounts are in U.S. dollars unless otherwise specified.

If any undisputed amount due under this Agreement is not paid within days after the due date, Client shall pay interest of per month on the overdue balance, or the maximum rate permitted by law, whichever is less.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective date of termination. In addition, either party may terminate immediately for material breach by the other party if such breach remains uncured for days after written notice specifying the breach.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in writing or other tangible form and designated as confidential, or disclosed orally and identified as confidential at the time of disclosure and summarized in writing within thirty (30) days. Each receiving party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except with the disclosing party's prior written consent or as required by law, provided the receiving party provides prompt notice to permit the disclosing party to seek protective relief.

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 known to the receiving party prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Warranties and Liability

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The total aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the total fees paid to Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflicts of law principles.

Entire Agreement; Amendments

This Agreement (including all schedules and attachments) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Dispute Resolution

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute cannot be resolved within thirty (30) days, the parties may pursue any available legal remedies in the courts of the governing state identified above.

Insurance

Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided, including general liability and professional liability insurance, and shall provide certificates of insurance upon request.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic or scanned signatures shall be binding and have the same force and effect as original signatures.

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