Business Document Trim Template

BUSINESS DOCUMENT TRIM TEMPLATE

Parties

Recitals

WHEREAS, Client Name: desires to retain Contractor to perform certain business services described herein; and

WHEREAS, Contractor Name: represents that it has the experience and capability to perform such services under the terms and conditions set forth in this Agreement; and

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

Scope of Work

Contractor shall perform the services and deliverables described below. The description is intended to define the principal obligations but may be supplemented by written change orders executed by both parties.

Payment Terms

Compensation: Client shall pay Contractor the total amount set forth below in exchange for Contractor's performance of the Scope of Work.

Invoices are due within days of receipt unless otherwise stated. Unpaid amounts shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by law. Client is responsible for any reasonable collection costs incurred by Contractor.

Term and Termination

Term: This Agreement commences on the Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience by providing the other party with written notice at least days prior to the intended termination date. Either party may also terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination for any reason, Contractor shall be paid for all services performed and reasonable out-of-pocket costs incurred through the effective date of termination, subject to Client's right to set off amounts for Contractor's uncured breaches.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, electronic or other form, 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: Receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as permitted herein, and (c) use it solely to perform its obligations under this Agreement. Receiving party shall take reasonable measures to protect Confidential Information no less than those it uses to protect its own confidential information.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally known to the public other than through breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Remedies: The parties acknowledge that a breach of this confidentiality provision may cause irreparable harm for which monetary damages may be inadequate. In addition to other remedies, the disclosing party is entitled to seek injunctive relief to prevent or limit any actual or threatened breach.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to conflict of laws principles that would result in the application of the laws of any other jurisdiction.

Representations; Indemnification

Each party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Contractor represents that the services shall be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification: Contractor shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Contractor's negligence or willful misconduct in performing the services. Client shall indemnify Contractor for claims arising from Client's breach of this Agreement or misuse of deliverables.

Entire Agreement

This Agreement, including any written exhibits or attachments expressly incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the contact information provided below. Notice is effective upon delivery by hand, confirmed delivery by nationally recognized courier, or three business days after deposit in the mail with first-class postage prepaid.

Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Sign Now