Business Document Cornflower

BUSINESS DOCUMENT CORNFLOWER

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

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client engages Service Provider to perform certain business services as described herein, and Service Provider represents that it has the experience, personnel, and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client, including scope, payment, confidentiality, and termination provisions;

WHEREAS, the parties intend that this Agreement constitute the entire agreement between them with respect to the services described and supersede all prior negotiations and understandings.

Scope of Work

Service Provider shall perform the work described below. The description identifies deliverables, acceptance criteria, and milestone obligations. Any work outside this scope shall require a written change order signed by both parties.

Payment Terms

Client shall pay Service Provider the fees specified below in consideration for the services rendered. All payments are due in United States dollars and are non-refundable except where expressly provided.

All undisputed invoices not paid by the due date shall accrue interest at the Late Payment Fee above and Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, if incurred in enforcing payment.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date.

Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days following written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that, by its nature, would reasonably be considered confidential ("Confidential Information"). Confidential Information excludes information that is (a) already lawfully in the Receiving Party's possession, (b) becomes publicly available through no fault of the Receiving Party, (c) is rightfully received from a third party without obligation of confidentiality, or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for performance under this Agreement and shall protect it using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Representations; Indemnification; Insurance

Each party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations. Service Provider agrees to indemnify and hold Client harmless from and against any claims, damages, liabilities, and expenses arising out of Service Provider's gross negligence or willful misconduct in performing the services. Each party shall maintain insurance appropriate to the scope of work, including general liability and professional liability as applicable.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, certified mail (return receipt requested), or electronic delivery with confirmation.

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 rules. The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement through negotiation. If the dispute is not resolved by negotiation within 30 days, the parties may pursue any remedies available at law or in equity in the state or federal courts located in the specified jurisdiction.

Assignment; Severability; Entire Agreement

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

This Agreement, including any exhibits or attachments incorporated by reference, 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 written or oral.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

Sign Now