Business Draft Request

Business Draft Request

Client Name:   Client Contact:

Client Address:

Client Email:   Client Phone:

Parties and Recitals

THIS BUSINESS DRAFT REQUEST (the "Request") is entered into by and between Client Name: ("Client") and Service Provider Name: ("Provider").

WHEREAS, Client requires the drafting, preparation and delivery of business documents described herein; and

WHEREAS, Provider represents that it has the experience and capability to prepare the requested drafts and related deliverables in accordance with the terms set forth in this Request; and

WHEREAS, the parties desire to set forth the scope, fees, schedule and other terms applicable to the requested drafting services.

Project Identification

Scope of Work

Provider shall perform the drafting services described below. The Scope of Work identifies deliverables, milestones and acceptance criteria. Provider will deliver work in a professional manner consistent with industry standards.

Fees and Payment Terms

Client agrees to pay Provider the fees as set forth below. All fees are due in United States dollars unless otherwise specified.

Provider may incur reasonable out-of-pocket expenses for which Client will reimburse Provider. Maximum reimbursable amount without prior approval:

Term and Termination

This Request commences on the Start Date and continues until the Completion Date, unless earlier terminated in accordance with this section.

Start Date:   Expected Completion Date:

Either party may terminate this Request for convenience upon written notice to the other party provided at least days prior to the effective termination date. Termination for cause may be immediate if a material breach is not cured within 10 days following written notice.

Upon termination, Provider shall deliver all completed work and Client shall pay Provider for all work performed and documented expenses incurred through the effective date of termination, less any unearned portion of prepaid fees as set forth in the payment terms.

Confidentiality

Each party shall hold in confidence all non-public information disclosed by the other 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 ("Confidential Information"). Confidential Information shall not include information that is or becomes generally known to the public through no fault of the receiving party; is already in the receiving party's possession without restriction; or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Request and shall not disclose it to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this section. The obligations of confidentiality shall survive termination of this Request for a period of three (3) years, except for trade secrets, which shall remain protected for as long as permitted by law.

Ownership; Work Product

Subject to Client's payment of all amounts due, Provider assigns to Client all right, title and interest in and to the final deliverables created specifically pursuant to this Request (the "Work Product"), and agrees to execute documents reasonably requested to evidence such assignment. Notwithstanding the foregoing, Provider retains ownership of its pre-existing materials, templates, methodologies, and general know-how used to create the deliverables; Provider grants Client a royalty-free, non-exclusive license to use any such pre-existing materials only to the extent incorporated into the delivered Work Product.

Representations; Warranties; Limitations of Liability

Each party represents that it has full power and authority to enter into this Request. Provider warrants that the Work Product will be original to Provider and will not knowingly infringe third-party intellectual property rights. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH, THE WORK PRODUCT IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS REQUEST SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS REQUEST DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Request shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Any dispute arising out of or relating to this Request shall be resolved by binding arbitration or, if arbitration is not enforceable, by the courts located in the jurisdiction specified above.

Entire Agreement; Amendment

This Request, together with any attachments, exhibits, or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Request will be effective unless in writing and signed by authorized representatives of both parties.

Acknowledgements

By signing below, each party represents and warrants that it has read, understands and agrees to be bound by the terms of this Business Draft Request.

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