Business Document DA

Business Document DA

This Business Document DA (the Agreement) is made and entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client is engaged in the business of providing goods and/or services and desires to obtain certain services from Contractor; and

WHEREAS, Contractor represents that Contractor has the necessary expertise, personnel, and capacity to perform the services described in this Agreement on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights, duties, and obligations with respect to the performance of such services.

Parties and Contact Information

Scope of Work

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. Specific tasks, deliverables, milestones, and acceptance criteria are set forth as follows:

Payment Terms

Client shall pay Contractor compensation as described below in consideration for the services rendered. All fees are exclusive of taxes unless otherwise stated.

If any undisputed amount owed hereunder is not paid within days after the due date, Client shall pay late interest at a rate of on the overdue amount, or the maximum rate permitted by law, whichever is less.

Term and Termination

The term of this Agreement shall commence on Start Date: and 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 at least days prior to the effective date of termination. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice of such breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic, or other form, that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees:

(a) to use Confidential Information solely for the performance of this Agreement; (b) to restrict disclosure of Confidential Information to those employees, contractors, or agents who have a strict need to know and who are bound by confidentiality obligations no less protective than those contained herein; and (c) to take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party, (ii) was already in the receiving party's lawful possession prior to disclosure, or (iii) is rightfully received from a third party without breach of any obligation of confidentiality.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement and that performance will not violate any applicable law or agreement with a third party. Contractor further warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement or its negligent or willful misconduct. Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and the total aggregate liability of either party for any claim arising under this Agreement shall not exceed the fees paid by Client to Contractor under this Agreement in the six (6) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of any disputes arising out of or relating to this Agreement.

Entire Agreement; Amendments

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

Assignment and Subcontracting

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control. Contractor may engage subcontractors to perform portions of the services provided Contractor remains responsible for Contractor's obligations hereunder.

Notices

Notices shall be in writing and delivered by certified mail, nationally recognized overnight courier, or personal delivery, and shall be effective upon receipt.

Survival

The provisions of this Agreement that by their nature are intended to survive termination or expiration, including but not limited to Confidentiality, Indemnification, Limitation of Liability, and Governing Law, shall survive any termination or expiration of this Agreement.

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