Business Document Template Wildwood

Business Document Template Wildwood

Effective Date:

Parties

Recitals

WHEREAS, Client Name: seeks to obtain certain services and deliverables as described in this Agreement; and

WHEREAS, Service Provider Name: has the experience, personnel, and resources to perform such services on the terms set forth herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which the services will be provided.

Scope of Work

Service Provider shall provide the services and deliverables described below. Detailed specifications, milestones, and acceptance criteria are set forth in the space provided. Service Provider shall perform in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Compensation: Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables provided under this Agreement.

Invoices issued by Service Provider shall be payable within days of receipt unless otherwise agreed in writing. Late payments shall incur interest at % per month on the unpaid balance, or the maximum rate permitted by law, whichever is less.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered no fewer than days prior to the effective date of termination. Either Party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

“Confidential Information” means non-public business, technical, financial, and other information disclosed by either Party 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 shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors having a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidentiality obligations shall continue for a period of years from the date of disclosure, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law. Nothing in this Agreement restricts disclosure required by law, provided the disclosing Party gives prompt notice to permit the other Party to seek protective relief.

Representations and Warranties; Indemnification

Each Party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a competent and professional manner in accordance with generally accepted industry standards. Service Provider will indemnify and hold harmless Client from third-party claims arising from Service Provider’s negligence or willful misconduct in performance of the services, subject to customary limitations.

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any attachments, exhibits, or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by duly authorized representatives of both Parties.

Miscellaneous Provisions

Assignment: Neither Party may assign its rights or delegate its duties under this Agreement without the other Party’s prior written consent, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Remedies: The Parties acknowledge that breach of certain provisions, including confidentiality, would cause irreparable harm for which monetary damages may be an inadequate remedy and that equitable relief shall be available in addition to other remedies.

Signatures

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