Business Filters Template

Business Filters Template

Effective Date:

Parties

Recitals

WHEREAS, Client operates business processes that require installation, configuration, or application of business filters to manage data flow, operational routing, or product filtration; and

WHEREAS, Service Provider has expertise in designing, supplying, configuring, and maintaining business filter solutions and related services, and is willing to perform such services for Client in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, schedule and legal terms governing the provision of filters, installation, testing, and ongoing support.

Scope of Work

Service Provider shall perform the services described below (collectively, the "Services"). The Services shall include design, supply, installation, configuration, testing, and commissioning of business filters, including delivery of documentation and training where indicated.

Payment Terms

Client shall pay Service Provider in accordance with the schedule below. All payments shall be made in United States dollars unless otherwise agreed in writing.

Invoices shall set forth work completed and applicable expenses. Client may withhold payment only for disputed amounts provided Client delivers written notice specifying the basis for the dispute within ten (10) days of receipt of invoice; undisputed portions remain payable.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate for material breach if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination and any non‑cancellable commitments made by Service Provider in good faith.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other, whether in oral, written, electronic or other form, that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including technical specifications, pricing, business processes, customer lists, and filter configurations.

Receiving party shall (a) use Confidential Information solely to perform obligations under this Agreement, (b) restrict disclosure to employees, contractors or agents on a need‑to‑know basis who are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party, was known to the receiving party prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

The obligations in this Section survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Warranties and Liability

Service Provider warrants that Services will be performed in a professional manner consistent with industry standards for similar services. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

Except for liability arising from gross negligence, willful misconduct, or material breach of confidentiality, each party's aggregate liability for claims arising under or related to this Agreement shall not exceed the total amount paid to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law

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

Entire Agreement; Amendment

This Agreement, including attachments and statements of work incorporated by reference, 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. No amendment shall be effective unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous

Assignment is prohibited without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all assets so long as the assignee assumes Service Provider's obligations. If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect.

Sign Now