Business Document Docusign Docs

BUSINESS AGREEMENT — DOCUSIGN DOCS

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

Client Name:    Address:

Provider Name:    Address:

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services as more fully described herein; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services in a professional manner and agrees to perform such services for the compensation and on the terms set forth below.

WHEREAS, the parties intend that this Agreement govern the rights, obligations and remedies of the parties with respect to the services to be performed.

SCOPE OF WORK

Provider shall perform the services in accordance with the schedule and milestones set forth in the Scope of Work. Provider shall furnish all labor, materials, equipment and supervision necessary to complete the services unless otherwise expressly agreed in writing.

PAYMENT TERMS

Unless otherwise expressly stated in the Payment Schedule, invoices are due and payable within days of invoice date. Payments shall be made in the currency specified in the invoice.

Late payments shall accrue interest at the lesser of (a) % per month on the overdue balance or (b) the maximum rate permitted by applicable law. In addition, a late fee of may be assessed for each overdue invoice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause upon written notice if the other party materially breaches its obligations and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work in progress and any completed deliverables for which Client has paid. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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, client lists, pricing, trade secrets, technical data, and proprietary processes.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and take reasonable precautions to protect it; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (iii) is received by the Receiving Party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The obligations in this Section shall survive termination of the Agreement for years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for purposes of any action arising out of or related to this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including all attachments and Schedules referenced herein, 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. No amendment shall be effective unless in writing and signed by duly authorized representatives of both parties.

Assignment: 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 this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes the assigning party’s obligations.

Remedies: The parties acknowledge that breach of Sections titled Confidentiality or Intellectual Property (if applicable) would cause irreparable harm for which monetary damages may be inadequate, and agree that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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