Business Document Template Lindsay Soto

BUSINESS DOCUMENT TEMPLATE LINDSAY SOTO

This Business Agreement ("Agreement") is entered into as of by and between ("Client") and ("Contractor"). Client Address: ; Contractor Address: .

Recitals

WHEREAS, Client desires to retain Contractor to perform certain business services described herein and Contractor has the expertise and capacity to perform such services on the terms set forth in this Agreement.

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide the services to Client and to allocate responsibilities, compensation, confidentiality obligations and remedies.

WHEREAS, the parties intend that this Agreement govern their relationship and replace any prior oral or written understandings between them with respect to the subject matter hereof.

Scope of Work

Payment Terms

All fees are payable in United States currency. Invoices are due as specified in the Payment Schedule. If any undisputed amount is not paid within days after the invoice due date, the Late Payment Fee shall apply to the overdue amount, together with reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that is not cured within days after written notice of such breach. Termination shall not relieve the Client of its obligation to pay for services performed and non-cancellable commitments incurred prior to the effective date of termination.

Confidentiality

Definition. "Confidential Information" means non-public business, technical, financial, and other information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") whether disclosed orally, in writing, or by inspection of tangible objects, 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. The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure of Confidential Information to those employees or permitted subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exceptions. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully in the Receiving Party’s possession prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Compelled Disclosure. If the Receiving Party is required by law or legal process to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party (unless prohibited) and cooperate, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy.

Return or Destruction. Upon termination of this Agreement or upon written request, the Receiving Party shall return or destroy, at the Disclosing Party’s election, all Confidential Information and certify in writing that it has complied with this obligation, except where retention is required by applicable law, regulation, or bona fide corporate record-keeping policies.

Representations; Indemnification; Limitation

Each party represents that it has the full power and authority to enter into this Agreement. Contractor shall perform services in a professional manner consistent with industry standards. Each party shall indemnify and hold harmless the other from claims arising from its gross negligence or willful misconduct. Except for liability arising from a party's gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, or punitive damages.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that State, and the parties submit to the exclusive jurisdiction and venue of those courts.

Entire Agreement; Amendment; Severability

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

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

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the extent consistent with the parties' original intent.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

Miscellaneous

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

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

Sign Now