Business Form Preview

Business Form Preview

Parties

Recitals

WHEREAS, Client Name: desires to engage Contractor Name: to perform certain services described below; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform such services effective as of (the Effective Date).

WHEREAS, the parties intend that this Agreement allocate responsibilities, protect confidential information, and establish payment and termination procedures.

Scope of Work

Contractor shall perform the services and deliverables described below in a professional manner consistent with industry standards. The parties may attach detailed statements of work as appendices, which when signed by both parties become part of this Agreement.

Payment Terms

Client shall pay Contractor for performance of the Scope of Work in accordance with the amounts and schedule set forth below. All fees are exclusive of taxes unless otherwise stated.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon giving days' prior written notice. Termination for cause may be effected immediately by the non-breaching party if the other party materially breaches a fundamental obligation and fails to cure within fifteen (15) days after written notice.

Confidentiality

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable steps to protect Confidential Information from unauthorized use, disclosure or access.

Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with reasonable efforts to limit disclosure.

Limitation of Liability; Remedies

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict-of-law rules.

Entire Agreement; Amendments

This Agreement, together with any attached statements of work or schedules, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control. Notices required by this Agreement must be in writing and delivered to the addresses provided above or as otherwise designated in writing by the parties.

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