Business E-Signatures Template

BUSINESS E-SIGNATURES TEMPLATE

RECITALS

WHEREAS, Client Name: is engaged in business and desires to procure services from Service Provider: ; and

WHEREAS, the parties intend to record their agreement by electronic signature and to be bound by such electronic records in accordance with their intent and applicable law; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Provider will perform the services and the Client will compensate the Provider.

SCOPE OF WORK

The Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. The Provider shall provide materials, labor, supervision and all other items necessary to complete the services unless otherwise specified in writing.

PAYMENT TERMS

All amounts are payable in United States dollars unless otherwise agreed in writing. Client shall pay any undisputed invoices within the period set forth in Payment Schedule. Disputed amounts must be notified in writing within ten (10) business days of receipt of invoice; undisputed amounts remain payable when due.

TERM AND TERMINATION

This Agreement commences on the Effective Date: and will continue until Completion Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the nature of the breach. Termination does not relieve Client of the obligation to pay for services performed through the effective date of termination and for work in progress as provided in any applicable payment schedule.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other 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 agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential Information does not include information that: (i) is or becomes publicly known without breach of this Agreement; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed without use of the other party's Confidential Information.

ELECTRONIC SIGNATURES

The parties agree that execution of this Agreement by electronic means, including typed names, scanned signatures, or signatures applied through an electronic signature platform, will have the same force and effect as an original handwritten signature. By signing below, each party: (a) consents to the use of electronic signatures; (b) warrants that the signatory has authority to bind the party; and (c) agrees that electronic delivery of a signed copy of this Agreement (including PDF or electronic record) shall be sufficient to evidence execution.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to conflict of law principles. The parties agree to endeavor in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the parties agree to binding arbitration administered in the county of the governing law unless otherwise agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement without consent to an affiliate or successor in connection with a merger, acquisition or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment relationship or agency. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.

PARTY CONTACT INFORMATION

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