Business Document Huffmaster

Business Document Huffmaster

This Business Document Huffmaster Agreement (the Agreement) is made and entered into effective as of (the Effective Date), by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

Recitals

WHEREAS, the Client requires certain business services and deliverables as more particularly set forth in this Agreement; and

WHEREAS, the Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described herein and is willing to provide such services to the Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services and payment therefor.

Scope of Work

Payment Terms

Total Contract Amount: $

Invoices shall be submitted to Client at: and shall be due within days of receipt.

Late Payment Fee: A late fee of will apply to any past-due amounts. In the event of nonpayment, Provider may suspend services upon ten (10) days' prior written notice.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

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

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Sections that by their nature survive termination shall survive.

Confidentiality

Definition: "Confidential Information" means all nonpublic information disclosed by one party to the other in connection with this Agreement, whether oral, written, or electronic, including business operations, technical data, financials, customer lists, pricing, and trade secrets.

Obligations: Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to those employees, agents, or subcontractors with a need to know; and (iii) exercise at least the same degree of care in protecting Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that is (a) publicly available through no fault of Recipient; (b) rightfully received from a third party without restriction; (c) independently developed by Recipient without use of Discloser's Confidential Information; or (d) required to be disclosed by law, provided Recipient gives prompt written notice and cooperates in any lawful effort to limit disclosure.

Duration: The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnitor's gross negligence, willful misconduct, or breach of applicable law in connection with this Agreement.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Venue for any action arising under this Agreement shall be in the state and federal courts located within that state.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments hereto and any statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Assignment: Neither party may assign 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.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the parties' intent as nearly as possible.

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