Business ERFD Template

Business ERFD Agreement

This Business ERFD Agreement (the "Agreement") is entered into as of Effective Date: by and between Company Name: , a business organized at Address: ("Company"), and Service Provider Name: , with principal place of business at: ("Provider").

Recitals

WHEREAS, Company desires to engage Provider to perform certain services and deliverables as described herein and Provider represents that it has the experience and capacity to perform such services in a commercially reasonable manner; and

WHEREAS, the parties intend through this Agreement to set forth the scope of work, payment terms, confidentiality obligations, and other material terms governing the relationship between the parties; and

WHEREAS, the parties agree that timely delivery of defined outputs and the allocation of fees and responsibilities shall be governed by the terms below.

Scope of Work

Provider shall perform the work described above in accordance with the schedules and milestones set forth in this Agreement and shall provide reasonable progress reports upon Company's request. All deliverables shall be accepted subject to Company's written approval, which shall not be unreasonably withheld.

Payment Terms

Provider shall submit invoices in USD to Company in accordance with the payment schedule. Company shall pay each undisputed invoice within days of receipt. Any disputed portion must be identified in writing within ten (10) business days of receipt.

Late payments shall accrue interest at a rate of per month (or the maximum allowed by law, if lower). In addition to interest, Company will be responsible for reasonable collection costs, including attorneys' fees, for overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach, or immediately upon insolvency or appointment of a receiver for the other party.

Upon termination, Provider shall deliver to Company all completed and partially completed work, and Company shall pay Provider for work performed and reasonable non-cancellable obligations incurred through the effective date of termination subject to offsets for damages resulting from Provider's breach.

Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") whether disclosed orally, in writing, or electronically. Confidential Information does not include information that (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) is rightfully received by Receiving Party from a third party without restriction; or (iii) was known to Receiving Party prior to disclosure as evidenced by written records.

Receiving Party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and shall use Confidential Information solely for the purposes of performing under this Agreement. Receiving Party may disclose Confidential Information to the extent required by law or regulation, provided Receiving Party gives prompt written notice to Disclosing Party to permit a protective order or other remedy.

The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, provided that trade secrets shall remain protected for as long as such information qualifies as a trade secret under applicable law. Breach of confidentiality shall entitle the non-breaching party to injunctive relief in addition to any other remedies at law or equity.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of State of: without regard to conflict of law principles. The parties submit to the exclusive jurisdiction and venue of the courts located in the county specified by the governing law state for the resolution of disputes arising out of or relating to this Agreement.

Entire Agreement; Miscellaneous

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

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent. The parties are independent contractors; nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

The obligations that by their nature should survive termination or expiration of this Agreement, including but not limited to confidentiality, indemnity, payment obligations and dispute resolution provisions, shall so survive.

Certifications and Representations

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action.

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