Business EDC Template

Business EDC Template

This Business EDC Agreement ("Agreement") is entered into as of Effective Date: by and between:

Client Name:   Address:

Service Provider Name:   Address:

Recitals

WHEREAS, Client is engaged in business operations that require electronic data capture (EDC) solutions and associated business development and implementation services; and

WHEREAS, Service Provider has represented that it has the technical expertise, personnel, and facilities necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform EDC-related services and Client will compensate Service Provider.

1. Scope of Work

Deliverables will include project plans, installation/configuration of EDC systems, acceptance testing, and training as set forth in the Scope of Work. Specific milestones and acceptance criteria shall be documented in the Scope of Work and confirmed in writing by both parties.

2. Payment Terms

Invoices shall be issued in accordance with the Payment Schedule and are payable within days of invoice. All payments shall be made in United States Dollars unless otherwise agreed in writing.

Late Payment: Unpaid amounts shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if lower). Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider.

3. Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

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

4. Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to a receiving party, whether disclosed orally, visually, or in writing, 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: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as permitted by this Agreement, and (c) use it solely to perform obligations under this Agreement. The receiving party shall protect Confidential Information using no less than a reasonable standard of care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party, (ii) was lawfully in the receiving party's possession prior to disclosure, (iii) is rightfully received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration: The confidentiality obligations set forth in this Section shall continue for a period of following termination or expiration of this Agreement.

5. Indemnification and Insurance

Indemnification: Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of willful misconduct or negligent acts by the indemnifying party in connection with performance under this Agreement.

Insurance: Service Provider shall maintain commercially reasonable insurance coverage appropriate to the scope of services performed, including general liability and professional liability insurance, and shall provide evidence of such coverage upon reasonable request.

6. Notices

7. Governing Law

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. Exclusive venue for any action arising out of this Agreement shall be the state or federal courts located within that state.

8. Entire Agreement; Amendments

Entire Agreement: This Agreement, including any exhibits and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be binding.

Sign Now