Business Document OCT Document

Business Document OCT Document

Effective Date:

Parties

Individual Corporation LLC Partnership Other

Individual Corporation LLC Partnership Other

Recitals

WHEREAS, Client Name: desires to retain Contractor Name: to perform certain services described below; and

WHEREAS, Contractor represents that Contractor has the qualifications, experience and ability to provide such services and agrees to perform them under the terms and conditions set forth in this Agreement.

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

Scope of Work

Contractor shall perform the services and deliverables described in this Section. The scope may include tasks, milestones, deliverables, and acceptance criteria as agreed in writing.

Payment Terms

Client shall pay Contractor the fees set forth below in consideration for the timely and satisfactory performance of the services. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Invoices shall itemize work performed and supporting documentation. If Client disputes any portion of an invoice in good faith, Client shall provide written notice specifying the basis for the dispute within ten (10) days of receipt and shall pay undisputed amounts when due.

Term and Termination

This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated as set forth below.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing the notice period specified above. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "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. Confidential Information includes, without limitation, business plans, financial data, technical specifications, customer lists, pricing, and trade secrets.

Each recipient of Confidential Information shall: (a) maintain the confidentiality of such information using at least the same degree of care it uses with its own confidential information but not less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is independently developed by the recipient without use of Confidential Information; or (iii) is rightfully received from a third party without restriction. The confidentiality obligations shall survive termination of this Agreement for years.

The parties acknowledge that monetary damages may be insufficient to remedy a breach of confidentiality and agree that the disclosing party may seek injunctive relief in addition to any other remedies available at law or equity.

Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against all third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONTRACTOR 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.

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 that Contractor may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

Severability: If any provision of this Agreement is held unenforceable, the remainder of the Agreement will remain in full force and effect and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.

Entire Agreement

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

Sign Now