Business Document Guidelines

BUSINESS DOCUMENT GUIDELINES

Document Analysis and Purpose

This Business Document Guidelines instrument sets forth the frame and mandatory provisions to govern the engagement between two commercial parties for the delivery of services or deliverables. It is a binding agreement establishing: (1) the operative recitals that identify the parties and the purpose of the engagement; (2) the scope and deliverables; (3) payment mechanics and remedies for non-payment; (4) term, renewal and termination mechanics; (5) confidentiality and protection of proprietary information; and (6) governing law and integration clauses. The form is intended for bilateral signature by the contracting parties.

Parties

Entity type (select all that apply): Corporation Limited Liability Company Sole Proprietorship Other

Recitals

WHEREAS, Client Name: seeks to retain the Service Provider to perform professional services as described herein; and

WHEREAS, Service Provider Name: represents that it has the competence, experience and resources to perform such services under the terms of this Agreement; and

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

Scope of Work

The Service Provider shall perform the following services, deliverables and milestones. The description below shall govern the Parties' obligations unless amended in writing pursuant to this Agreement.

Payment Terms

Client shall compensate the Service Provider as set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted in writing by the Service Provider and are payable within days of receipt unless otherwise agreed.

If Client disputes any invoice in good faith, Client shall notify Service Provider within days of receipt specifying the basis for the dispute. Undisputed amounts remain due and payable.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date.

Either party may terminate this Agreement immediately for cause if the other party materially breaches any term and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement; and (c) protect the information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

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

Intellectual Property and Work Product

Unless otherwise agreed in writing, all work product created by the Service Provider in the performance of this Agreement and delivered to Client shall be deemed "work made for hire" and ownership shall vest in Client upon full payment. Service Provider hereby assigns to Client all right, title and interest in such work product. Service Provider may retain ownership of pre-existing materials and tools used in the performance of services but grants Client a non-exclusive, non-transferable license to incorporate necessary portions for Client's use of the deliverables.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its breach of this Agreement or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes through negotiation prior to initiating any litigation.

Entire Agreement; Amendments

This Agreement, together with any exhibits and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice. Notice shall be deemed given on the date of personal delivery, on the second business day after deposit with a nationally recognized overnight carrier, or on the fifth business day after mailing by certified mail, return receipt requested.

Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the parties' intent.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by them. The individuals signing below have the authority to bind their respective parties.

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