Business Draft Template

BUSINESS DRAFT TEMPLATE

This Business Draft Template (the Agreement) is entered into as of Effective Date: by and between Client Name: , with a principal address at (Client), and Contractor Name: , with a principal address at (Contractor).

RECITALS

WHEREAS, Client desires to engage Contractor to provide certain business services and deliverables as set forth in this Agreement; and

WHEREAS, Contractor represents that it has the experience, personnel, and expertise necessary to perform the services described herein and is willing to perform such services under the terms and conditions of this Agreement.

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

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Contractor a total amount of USD for the services described in Scope of Work, payable as set forth below.

Late Payment: Any undisputed payment not received within days of the invoice due date shall incur a late fee of on the unpaid balance, or the maximum rate permitted by law, whichever is less. Client shall also reimburse Contractor for reasonable collection costs, including attorneys' fees, incurred in enforcing payment.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the intended termination date. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial or other information disclosed by either party, whether in written, oral, electronic or other form, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) employ at least reasonable care, but not less than a commercially reasonable standard, to protect Confidential Information from unauthorized use or disclosure.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates to seek protective measures.

Duration: The obligations of confidentiality shall survive termination of this Agreement for a period of years, or for such longer period as required by applicable law with respect to trade secrets.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives; if the dispute is not resolved within forty-five (45) days, the parties may pursue any remedies available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under 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 sale of substantially all of its business or assets.

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture, agency or partnership relationship between the parties.

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