Business Document Global Docs

Business Document Global Docs

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client Name: desires to obtain certain services described herein; and

WHEREAS, Service Provider Name: represents that it has the expertise and capacity to perform the services described in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

The Service Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards. The scope below may be modified only by a written amendment signed by both parties.

Payment Terms

Compensation: Client will pay Service Provider the amounts set forth below in exchange for the services rendered under this Agreement.

Term and Termination

Term: This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by one party to the other 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.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information solely for performance of this Agreement. The receiving party shall take measures at least as protective as those it uses to protect its own confidential information.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party, (ii) was rightfully known to the receiving party prior to disclosure, (iii) is rightfully received from a third party without breach of obligation, or (iv) is independently developed without use of the disclosing party's Confidential Information.

Representations; Insurance

Each party represents that it has the full power and authority to enter into this Agreement, that its execution and performance will not violate any other agreement, and that it will comply with applicable laws in performing its obligations. Service Provider shall maintain commercially reasonable insurance coverage where applicable and provide proof upon request.

Indemnification and Limitation of Liability

Indemnification: 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, negligence or willful misconduct.

Limitation of Liability: Except for liability arising from willful misconduct or indemnification obligations, neither party shall be liable for consequential, special, incidental or punitive damages, and each party's aggregate liability shall be limited to the total fees paid under this Agreement in the preceding twelve months.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles.

Disputes: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved by negotiation, the parties agree to submit the dispute to binding arbitration in the agreed jurisdiction unless otherwise mutually agreed in writing.

Notices

All notices, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below.

Entire Agreement; Amendment

Entire Agreement: This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, oral or written.

Amendment: No amendment or modification of this Agreement will be effective unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely matches the parties' intent.

Entity Type (Optional)

Client Entity Type: Individual Corporation LLC Partnership

Provider Entity Type: Individual Corporation LLC Partnership

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