Business Document Pre Docs

BUSINESS DOCUMENT PRE DOCS

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client Name: desires to retain the Service Provider to perform certain business services as described below; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel and capacity to perform the services in a commercially reasonable manner; and

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

Scope of Work

The Service Provider shall perform the services described below in accordance with the standards of care customarily observed by skilled professionals performing similar services. Detailed scope:

Payment Terms

Total Compensation: $

Late Payment: Interest shall accrue on any undisputed past-due amounts at the lesser of (a) the rate of % per month or (b) the maximum rate permitted by law. In addition, a late fee of $ shall apply for invoices unpaid more than days after the invoice date.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for cause upon material breach by the other party that remains uncured for a period of thirty (30) days following written notice.

Confidentiality

Definition and Obligation: 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 given the nature of the information. Each recipient shall: (a) hold the disclosing party's Confidential Information in strict confidence; (b) use such Confidential Information only to perform its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions and Remedies: Confidential Information does not include information that is (i) already known to the recipient without obligation of confidentiality; (ii) becomes publicly known through no breach by the recipient; or (iii) is rightfully received from a third party without restriction. Upon termination or written request, recipient shall return or irreversibly destroy all Confidential Information and certify in writing that it has done so. Injunctive relief shall be available to enforce this Section in addition to any other remedies.

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. Any dispute arising out of or relating to this Agreement shall be resolved in the courts located in the same state, subject to the parties' right to seek injunctive relief in a court of competent jurisdiction.

Representations and Warranties

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder, that execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

Entire Agreement; Miscellaneous

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

Assignment and Severability: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

Acknowledgment

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties, and that by signing below the parties agree to be bound by all terms and conditions contained herein.

Sign Now