Business Document Sommers Document

Business Document Sommers Document

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

Parties and Contact Information

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain professional services as described herein, and Service Provider has the expertise and capacity to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement set forth the material terms of their working relationship for the Scope of Work and the compensation to be paid for services rendered.

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

1. Scope of Work

Service Provider will perform the services described below and in any attachments signed by the parties. Service Provider shall provide personnel, materials, and equipment reasonably necessary to carry out the services in a timely and professional manner in accordance with industry standards.

2. Payment Terms

Client shall pay Provider compensation as set forth below. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Unless otherwise agreed, Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance of the services upon submission of supporting receipts. Provider shall submit invoices in accordance with the Payment Schedule. Failure to dispute an invoice in writing within ten (10) business days shall be deemed acceptance of the invoice.

3. Term and Termination

The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured thirty (30) days after written notice of the breach.

Upon termination for any reason, Provider shall deliver to Client all work product executed and in progress and Client shall pay Provider for all services performed and approved expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other 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. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely for the performance of this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement; (ii) was known to the receiving party prior to disclosure by the disclosing party; or (iii) is rightfully received by the receiving party from a third party without restriction on disclosure.

Upon termination or request, the receiving party shall return or destroy the disclosing party's Confidential Information and provide written certification of such destruction upon request.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables and work product developed by Provider specifically for Client under this Agreement shall be deemed "work made for hire" and all right, title, and interest shall vest in Client upon full payment. Provider retains ownership of its pre-existing intellectual property and tools, subject to a nonexclusive, royalty-free license to Client to the extent incorporated into delivered work product.

6. Representations, Warranties and Indemnity

Each party represents that it has the power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Provider shall indemnify and hold harmless Client from third-party claims arising from Provider's breach of this Agreement, gross negligence, or willful misconduct, subject to the limitations herein.

7. Limitation of Liability

Except for liability resulting from willful misconduct or a party's indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflict of laws principles.

9. Entire Agreement; Amendment

This Agreement, including any exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.

10. Miscellaneous

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. No waiver of any term or condition of this Agreement shall be binding unless in writing and signed by the party waiving the breach.

Entity Types (optional)

Client Entity Type: Corporation LLC Sole Proprietor Partnership Other

Provider Entity Type: Corporation LLC Sole Proprietor Partnership Other

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