Business EP Document

Business EP Document

This Business Engagement and Performance Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services, consulting, and related deliverables, and represents that it has the experience, personnel and resources to perform the services described below; and

WHEREAS, Client desires to engage Service Provider to perform certain services under the terms and conditions set forth in this Agreement and Service Provider agrees to provide such services pursuant to the terms herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below in a professional and workmanlike manner in accordance with industry standards. The description below controls the obligations of Service Provider under this Agreement.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client shall pay Service Provider in accordance with the following terms.

Invoices shall be due according to the Payment Schedule. If any undisputed amount is not paid within the stated due period, Client shall pay interest and late charges as set forth in the Late Payment Fee above, and Service Provider may suspend performance after providing written notice and a 10-day opportunity to cure.

TERM AND TERMINATION

This Agreement commences on Start Date: and expires on End Date: unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for cause upon a material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred prior to termination, including non-cancellable commitments reasonably entered into by Service Provider.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party (Discloser) to the other party (Recipient) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Recipient shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) limit disclosure to its employees, contractors and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public through no breach by Recipient; (ii) was rightfully in Recipient's possession without restriction prior to disclosure; or (iii) is independently developed by Recipient without use of Discloser's Confidential Information.

Upon termination or written request, Recipient shall promptly return or destroy Discloser's Confidential Information and certify in writing that such action has been taken, except to the extent retention is required by law, in which case Recipient shall continue to protect the Confidential Information in accordance with this Agreement.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools used in performing the services. Upon full payment of all amounts due, Service Provider grants Client a non-exclusive, non-transferable license to use the deliverables for Client's internal business purposes. Any customization or third-party components incorporated into deliverables remain subject to third-party licensing terms.

INDEPENDENT CONTRACTOR

Service Provider shall perform its duties as an independent contractor. Nothing contained in this Agreement shall be construed to create an employer-employee, joint venture, partnership or agency relationship between the parties. Service Provider is responsible for all taxes and benefits applicable to its personnel.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or such other address as either party may designate in writing. Notices shall be deemed given when received by personal delivery, overnight courier, or confirmed electronic transmission.

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