Business Excel File

Business Excel File

This Business Excel File Agreement ("Agreement") is entered into as of by and between Client Name: , with principal address:

and Service Provider Name: , with principal address:

WHEREAS

WHEREAS, Client requires a tailored Microsoft Excel workbook and associated templates, calculations, macros, and documentation for use in Client's business operations; and

WHEREAS, Provider has the technical expertise to design, develop, test, and deliver the requested Excel file and related instructional materials; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Provider shall design, develop, and deliver an Excel workbook (the "Deliverable") that includes formulas, formatting, sheets, charts, and any automated logic or macros specifically described below. Provider will also provide concise user documentation describing intended use, assumptions, and known limitations.

Delivery and Acceptance

Provider will deliver the initial version of the Deliverable to Client by . Client shall have a period of days from delivery to test and either accept the Deliverable or provide written notice of defects. Provider will remedy any defects identified in a commercially reasonable manner within a mutually agreed timeframe.

Payment Terms

Client agrees to pay Provider the total fee set forth below in consideration for the performance of the Scope of Work.

Invoices are payable within days of receipt. Late payments incur interest at % per month (or the maximum permitted by law), calculated daily from the due date until paid in full.

Term and Termination

This Agreement commences on the Start Date: and shall terminate on the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience with days' prior written notice. Upon termination, Client will pay Provider for all work performed and costs incurred through the effective date of termination.

Intellectual Property and License

Unless otherwise agreed in writing, Provider grants Client a perpetual, non-exclusive, worldwide license to use the Deliverable for Client's internal business purposes. Provider retains ownership of any underlying methodologies, pre-existing tools, libraries, and templates incorporated into the Deliverable. If Client requires assignment of Provider's intellectual property rights, parties shall execute a separate written agreement reflecting any additional consideration.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes public through no breach of this Agreement; (b) was rightfully received from a third party without restriction; or (c) was independently developed without use of the disclosing party's Confidential Information. Each party shall use Confidential Information only for the purposes of performing obligations under this Agreement and shall not disclose it to third parties except to employees or contractors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Warranties; Limitations of Liability

Provider warrants that the Deliverable will substantially conform to the Scope of Work for a period of thirty (30) days following acceptance. EXCEPT AS EXPRESSLY PROVIDED, THE DELIVERABLE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to its conflict of laws principles.

Entire Agreement

This Agreement 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 oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party may designate in writing. Notices are effective upon receipt.

Signatures

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