Business E-contract Template

Business E-contract Template

This Business E-contract (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain professional services described herein, and Provider has the qualifications, experience and ability to perform such services in accordance with the terms and conditions set forth in this Agreement;

WHEREAS, the parties wish to set forth the terms of their understanding, including the scope of work, payment terms, confidentiality obligations and other material provisions governing their relationship.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services described in the Description of Services in a professional and workmanlike manner, consistent with industry standards. Provider will provide materials, personnel and equipment necessary to perform the services unless otherwise agreed in writing.

2. PAYMENT TERMS

Payments shall be made in accordance with the Payment Schedule. Provider shall submit invoices to Client at the intervals set forth. Client shall pay undisputed invoiced amounts within days of receipt of invoice.

If Client fails to pay any undisputed amount by the due date, Provider may charge the Late Payment Fee and suspend performance until payment is current. Any dispute of an invoice must be made in writing within ten (10) days of receipt; the parties shall act in good faith to resolve disputed amounts promptly.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party written notice as specified above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

“Confidential Information” means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) either directly or indirectly that is designated confidential or that reasonably should be understood to be confidential. Receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors and agents with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) exercise at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of Receiving Party; (ii) was in Receiving Party’s possession without restriction prior to receipt from Disclosing Party; (iii) is rightfully received by Receiving Party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information.

Upon termination or upon Disclosing Party’s written request, Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has complied with this obligation. Monetary damages may be inadequate to remedy breach of confidentiality; accordingly, Disclosing Party shall be entitled to seek injunctive and other equitable relief in addition to any other remedies available at law.

5. INDEPENDENT CONTRACTOR

Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties. Provider has no authority to bind Client by contract or otherwise.

I acknowledge Provider is retained as an independent contractor.

6. WARRANTIES; LIMITATION OF LIABILITY

Provider represents and warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

7. NOTICES

Notices shall be in writing and deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses above, or to such other address as a party may specify in writing.

8. GOVERNING LAW AND DISPUTE RESOLUTION

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree that disputes shall be resolved by binding arbitration administered in the county or equivalent jurisdiction of the governing law state, unless the parties mutually agree otherwise in writing.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties’ original intent.

11. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures provided electronically or by facsimile shall have the same force and effect as original signatures.

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