Business Document Requirements

BUSINESS DOCUMENT REQUIREMENTS AGREEMENT

This Business Document Requirements Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: . Effective Date: .

WHEREAS

WHEREAS, Client requires the preparation, delivery and transfer of business documents, deliverables and associated materials described herein for the project titled Project Title: ;

WHEREAS, Service Provider represents that it has the requisite expertise, personnel and facilities to produce the deliverables in accordance with the specifications, schedule and acceptance criteria set forth in this Agreement;

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

SCOPE OF WORK

DELIVERABLES & ACCEPTANCE

Deliverables shall consist of the items and formats specified below. Service Provider shall deliver final materials that conform to the specifications and acceptance criteria agreed by the parties.

PDF DOCX XLSX PPTX Other:

PAYMENT TERMS

Total Contract Amount:

Invoicing: Service Provider shall submit invoices in accordance with the payment schedule. Payment is due within days of invoice receipt.

Late Payment: Unpaid amounts shall accrue interest at a rate of % per month (or the maximum permitted by law), and Client shall reimburse reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

TERM & TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Termination for material breach shall be effective if the breaching party fails to cure the breach within 30 days following written notice of such breach.

CONFIDENTIALITY

The parties acknowledge that during performance, each may receive Confidential Information of the other. "Confidential Information" means non-public business, technical and financial information disclosed in any form. The receiving party shall (i) use Confidential Information solely for performance under this Agreement, (ii) restrict disclosure to those employees, contractors or agents with a need to know, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidentiality Period (survival): years from disclosure. Exceptions: information that is or becomes publicly known through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without reference to Confidential Information.

Confidentiality obligations are mutual

INTELLECTUAL PROPERTY & USE

Ownership of deliverables and underlying intellectual property shall be as follows unless otherwise agreed in writing: Service Provider grants Client a non-exclusive, worldwide, perpetual license to use the finalized deliverables for Client's business purposes upon full payment. Pre-existing materials, tools and templates retained by Service Provider remain Service Provider's sole property.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or indemnity obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

GOVERNING LAW

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 consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, warranties and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses listed below.

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