Business Document DPW

Business Document DPW

This Business Document DPW (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal address , and Provider Name: with principal address .

Recitals

WHEREAS, Client requires certain services and deliverables described herein and desires to engage Provider to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, Provider represents that it has the qualifications, experience, personnel, and resources necessary to perform the work described in this Agreement and will perform such work in a professional and workmanlike manner;

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

Scope of Work

Payment Terms

Total Contract Amount:

Late Payment: If any undisputed amount due and payable hereunder is not paid within calendar days after the due date, Client shall pay a late fee of % per month on the outstanding balance, compounded monthly, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on 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 providing written notice to the other party at least prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually, in writing or by inspection. Confidential Information includes, without limitation, business plans, technical data, financial information, customer lists, and trade secrets. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction and without breach of obligation; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by applicable law or court order (provided the Receiving Party gives prompt notice to allow the Disclosing Party to seek protective measures).

The Receiving Party shall: use Confidential Information solely for the purposes of performing this Agreement; restrict access to Confidential Information to those employees, agents or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those herein; and take reasonable measures to protect Confidential Information from unauthorized use, disclosure or loss. The Receiving Party agrees that breach of this Section would cause irreparable harm and that the Disclosing Party shall be entitled to injunctive relief in addition to any other remedies available at law or equity.

Notices

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 agree that the state and federal courts located in shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

Entire Agreement

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

Miscellaneous Provisions

Relationship of the Parties: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party may assign its rights or delegate its obligations under 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.

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