Business Fife Document

Business Fife Document

This Business Fife Document (the "Agreement") is entered into as of by and between Company Name: with principal place of business at , and Service Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Company engages in lawful commercial activities and requires certain professional services to support its operations; and

WHEREAS, Service Provider represents that it has the skill, personnel, and resources necessary to perform the services described in this Agreement and is willing to perform such services for Company under the terms set forth herein; and

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

Scope of Work

Payment Terms

Late Payment Fee: If any undisputed amount is not paid within days after the due date, interest will accrue at the lesser of % per month or the maximum rate permitted by law.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the desired termination date. Either party may terminate immediately for material breach if the breach remains uncured for a period of days after written notice specifying the breach.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other party, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) is rightfully received from a third party free of restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice and cooperates with reasonable attempts to limit disclosure.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

The undersigned acknowledge and will comply with the confidentiality obligations set forth in this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

Representations and Warranties

Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder and that the person signing on its behalf is duly authorized to bind such party.

Limitation of Liability

Except for liability arising from a party’s gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages. Except as otherwise stated in this Agreement, each party's aggregate liability for claims arising under this Agreement shall not exceed the total fees actually paid by Company to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate in writing.

The parties acknowledge that irreparable injury may occur in the event of a breach of the confidentiality provisions of this Agreement for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, a party shall be entitled to seek injunctive relief to prevent or curtail any actual or threatened breach.

Sign Now