Business Framework Template

Business Framework Template

This Business Framework Template (the "Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages in the business of providing products and services and desires to engage Provider to perform certain services on the terms set forth herein; and

WHEREAS, Provider represents that Provider possesses the expertise, personnel and resources necessary to perform the services described in this Agreement and is willing to provide such services to Client under the terms set forth in this Agreement.

WHEREAS, the parties desire to establish a framework for the performance, payment, confidentiality and governance of the relationship arising from Provider's performance of services for Client.

1. Scope of Work

Provider shall perform the services and deliverables described below in accordance with the schedule and standards set forth in this Agreement. The parties may attach supplementary statements of work that describe specific projects, deliverables, and acceptance criteria pursuant to this Agreement.

2. Payment Terms

Client shall pay Provider for services rendered as set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

One-time payment upon invoice issuance

Recurring monthly payments

Milestone-based payments

Late payments shall accrue interest at a rate equal to % per month (or the maximum rate permitted by law, if lower) on any unpaid balance more than days past the invoice due date. Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees.

3. Term and Termination

The term of this Agreement shall commence on and shall expire on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the number of days specified above. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay Provider for services performed and expenses incurred prior to the date of termination, nor relieve Provider of its obligations with respect to Confidential Information and ownership of deliverables as set forth herein.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether written, oral or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that is (a) publicly available through no breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the other party's Confidential Information.

Each party shall: (i) hold the other party's Confidential Information in strict confidence, (ii) use such Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose such Confidential Information to any third party except to employees, contractors, or advisors who have a bona fide need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations of confidentiality shall continue for years following termination or expiration of this Agreement, except as required by law.

5. Governing Law

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

6. Entire Agreement; Amendment

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

7. Representations; Limitation of Liability

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE AGGREGATE LIABILITY OF EACH PARTY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held unenforceable, the remainder of the Agreement will remain in full force and effect. Notices shall be given in writing to the addresses set forth above or such other address as a party may specify in writing.

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