Business Document EB3

BUSINESS DOCUMENT EB3

This Business Document EB3 (the Agreement) is entered into as of Effective Date: by and between Client Name: , with principal address at Client Address: , and Service Provider Name: , with principal address at Provider Address: .

WHEREAS

WHEREAS, Client desires to obtain certain services from Service Provider and Service Provider has the experience and capability to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide specified services to Client as described in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and provide the deliverables described below. Services shall conform to industry standards and the specific requirements set forth by Client in writing.

PAYMENT TERMS

Client shall pay Service Provider for the services in accordance with the terms below. All fees are exclusive of taxes unless otherwise stated. Unless otherwise agreed in writing, invoiced amounts are due net upon receipt.

TERM AND TERMINATION

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

Either party may terminate for material breach if the breaching party fails to cure within the notice period set forth above. Termination shall not relieve the Client of payment obligations for services rendered prior to the effective termination date.

CONFIDENTIALITY

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. “Confidential Information” means non-public information that is designated as confidential or that, given its nature, reasonably should be understood to be confidential. Each recipient shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (b) not disclose Confidential Information except to employees or contractors who need to know and who are bound by confidentiality obligations no less restrictive than those herein.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement. Service Provider retains ownership of its general skills, know-how, and preexisting materials. Client is granted a perpetual, non-exclusive license to use any preexisting materials incorporated in the deliverables, solely to the extent necessary to use the deliverables for their intended purpose.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner. Service Provider shall indemnify and hold harmless Client from third-party claims arising from Service Provider’s gross negligence or willful misconduct. Client shall indemnify Service Provider from claims arising from Client’s breach of this Agreement or misuse of the deliverables.

LIMITATION OF LIABILITY

Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality, neither party will be liable to the other for incidental, consequential, or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding 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 conflict of law principles.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or commercial courier and will be effective upon receipt.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with the sale of substantially all of its assets. If any provision is held invalid, the remaining provisions shall remain in full force. The headings in this Agreement are for convenience only and shall not affect interpretation.

Sign Now