Business Document Packet

BUSINESS DOCUMENT PACKET

Parties

Entity Types and Contacts

Client Entity Type: Individual Corporation LLC Partnership Other

Service Provider Entity Type: Individual Corporation LLC Partnership Other

Recitals

WHEREAS, Client Name: desires to obtain certain goods and/or services from the Service Provider; and

WHEREAS, Service Provider Name: represents that it has the experience and capacity to deliver the services described below; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Provider will perform work for the Client pursuant to this Agreement effective as of the Effective Date set forth below.

Agreement Date

Effective Date:

Scope of Work

The Provider shall perform the following services and deliverables in accordance with the timelines and specifications agreed by the parties:

Payment Terms

Total Contract Amount:

Invoicing: Provider shall invoice Client in accordance with the schedule above. Payment is due within days of receipt of a properly rendered invoice.

Late Payment: Unpaid amounts shall accrue interest at the rate of (or the maximum allowed by law) from the due date until paid. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Provider shall deliver to Client all work in progress and final deliverables for which Client has paid.

Confidentiality

Definition: "Confidential Information" means non-public, proprietary or confidential information disclosed by one party to the other, whether orally, in writing, or by inspection, 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: Each receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or required by law, and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that is (i) or becomes generally known to the public through no wrongful act of the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) disclosed pursuant to court order or other legal process, provided the receiving party provides prompt notice to allow the disclosing party to seek protective measures.

Return and Destruction: Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information and certify in writing its compliance.

Representations, Warranties & Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further warrants 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 any third-party claims, liabilities, damages and costs arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for incidental, special, consequential, or punitive damages. Total aggregate liability shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law and Dispute Resolution

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.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedy available at law or in equity in the courts of the governing state specified above.

Entire Agreement; Amendments

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

Amendments: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by confirmed overnight courier to the addresses set forth in this Agreement or as otherwise designated in writing by the parties.

Execution

The parties, intending to be legally bound, have executed this Agreement through their duly authorized representatives as of the dates set forth below.

Sign Now