Business Document Eriel

Business Document Eriel

This Business Agreement (the Agreement) is made effective as of Effective Date: Month DD YYYY by and between Service Provider Name: and Client Name: .

Recitals

WHEREAS, Provider is engaged in the business of providing professional business services, consulting, development, and deliverables as described herein; and

WHEREAS, Client desires to retain Provider to perform the services set forth in this Agreement and Provider agrees to perform such services on the terms and conditions contained in this Agreement; and

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

Scope of Work

Provider shall perform the services and deliver the work product described below. Provider shall exercise commercially reasonable skill, care and diligence in performing the services. The scope may be modified only by written amendment signed by both parties.

Payment Terms

Client shall pay Provider for the services as follows. All amounts are stated in the currency agreed by the parties. Provider will issue invoices in accordance with the schedule below; Client shall pay undisputed invoices within the specified period.

Lump sum upon completion
By milestone (see Milestones)
Installments:

Any past due amount shall accrue interest at the lesser of (a) % per month, compounded monthly, or (b) the maximum rate permitted by applicable law. In addition to interest, Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

This Agreement commences on Start Date: Month DD YYYY and, unless earlier terminated in accordance with this Agreement, ends on End Date: Month DD YYYY .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a party (the Disclosing Party) to the other (the Receiving Party) in any form that is designated confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, financial information, customer lists, software, technical data, and trade secrets.

The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations in this section shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of the Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates with the Disclosing Party to seek protective measures.

The confidentiality obligations shall survive termination of this Agreement for a period of years, or longer if required by applicable law for trade secrets.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider retains ownership of preexisting materials, know-how, tools and methodologies used or developed prior to or outside the scope of this Agreement. Upon full payment of all amounts due, Provider grants Client a non-exclusive, non-transferable license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Any third-party components embedded in deliverables remain subject to their respective licenses.

Indemnification and Limitation of Liability

Each party shall indemnify and defend the other against claims arising from its own gross negligence or willful misconduct. Except for breaches of confidentiality or a party's indemnification obligations, neither party's aggregate liability for direct damages shall exceed the total amount paid or payable under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, special or punitive damages.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that exclusive venue for any dispute arising out of or relating to this Agreement shall be the courts located in .

Entire Agreement; Amendments

This Agreement, including all exhibits and 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 or representations, oral or written. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous

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

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