Business EPPA Template

BUSINESS EPPA TEMPLATE

This Business EPPA Agreement ("Agreement") is made and entered into as of Effective Date: by and between Company Name: with principal business address: (hereinafter "Company"), and Service Provider Name: with principal business address: (hereinafter "Provider").

WHEREAS

WHEREAS, Company desires to engage Provider to perform certain business services and deliverables under the terms set forth herein; and

WHEREAS, Provider represents that it possesses the expertise, personnel, and resources necessary to perform such services and agrees to perform in accordance with the scope, schedule, and standards set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, payment, confidentiality, and related matters.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Provider shall deliver all deliverables specified in the Scope of Work and shall designate a project contact person for coordination with Company.

PAYMENT TERMS

All invoices submitted by Provider shall be in reasonable detail and delivered to Company. Payments shall be made in the currency specified on the invoice. Unless otherwise set forth, amounts not paid within the period set forth above shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience by providing the other party with written notice in accordance with the notice period above. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Upon termination, Provider shall deliver all work-in-progress and Company shall pay Provider for work properly performed through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial, and other proprietary information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, and marked or identified as confidential or which by its nature should reasonably be understood to be confidential.

Obligation: The receiving party shall hold Confidential Information in strict confidence, shall not disclose Confidential Information to any third party except as expressly permitted in writing, and shall use the Confidential Information solely for the purposes of performing obligations under this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) was rightfully in the receiving party's possession prior to disclosure, or (iii) is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know, provided such persons are bound by confidentiality obligations no less protective than those herein.

Remedies: The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that injunctive relief and specific performance may be appropriate remedies in addition to any other available legal or equitable relief.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Provider retains ownership of its pre-existing intellectual property and tools. Company shall own all work product and deliverables specifically created for Company under this Agreement upon full payment, and Provider hereby assigns to Company all right, title, and interest in such work product.

License: Provider grants to Company a perpetual, worldwide, royalty-free license to use Provider materials incorporated in the deliverables to the extent necessary for Company to enjoy the benefit of the deliverables.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or infringement of intellectual property rights, neither party shall be liable for indirect, incidental, consequential, or punitive damages. The aggregate liability of either party for direct damages shall not exceed the total amount paid or payable by Company to Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in accordance with the parties' agreement in writing, or if arbitration is not agreed, then litigation shall be brought exclusively in the state or federal courts located in the jurisdiction specified above.

ENTIRE AGREEMENT

Entire Agreement: This Agreement, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses provided above or as otherwise designated in writing.

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