Business Document Colon

Business Document: Colon

This Business Document: Colon (the Agreement) is made effective as of by and between the parties set forth below.

Parties

Recitals

WHEREAS, Client Name: desires to engage Contractor to perform certain business services and deliverables as described herein; and

WHEREAS, Contractor Name: has represented that it has the skill, personnel, and experience to perform the services on the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

Contractor shall perform the services and deliver the work products described below. Contractor shall perform such services in a professional and timely manner in accordance with industry standards.

Payment Terms

Client shall pay Contractor for services performed as follows. All fees are exclusive of applicable taxes unless otherwise stated.

Invoiced amounts not paid within days of invoice are subject to the Late Payment Fee set forth above. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Contractor to collect overdue amounts.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured for days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Contractor for all work performed and expenses incurred through the termination date, and Contractor shall deliver any completed work products and reasonable documentation necessary for Client to transition work to another provider.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other party, whether orally or in writing, 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. Confidential Information includes, without limitation, business plans, technical data, trade secrets, and customer lists.

Each receiving party shall: (a) protect Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement by the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall, at the disclosing party's option, return or destroy Confidential Information and shall certify in writing the return or destruction.

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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising out of this Agreement.

Representations; Warranty Disclaimer

Each party represents that it has the legal right and authority to enter into this Agreement. Contractor warrants that the services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, CONTRACTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, or breach of confidentiality obligations, neither party shall be liable to the other for incidental, consequential, special, or punitive damages, regardless of the theory of liability, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total amount paid or payable to Contractor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Entire Agreement

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Sign Now