Business GFE Template

BUSINESS GFE TEMPLATE

Parties

Recitals

WHEREAS, Service Provider is duly organized and authorized to provide professional services in the ordinary course of its business, and holds the requisite expertise, personnel, and facilities to perform the services contemplated herein; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider agrees to perform such services under the terms and conditions set forth below; and

WHEREAS, the parties intend for this Agreement to set forth the scope, schedule, compensation, confidentiality obligations, and other material terms governing the parties' relationship with respect to the services.

Scope of Work

Service Provider shall provide the services, deliverables, and milestones described below. The scope set forth is intended to be comprehensive for the initial engagement; any material additions or changes shall be subject to a written change order signed by both parties.

Payment Terms

Client shall pay Service Provider for the services described in the Scope of Work in accordance with the compensation schedule below. All amounts are payable in lawful currency and are exclusive of any taxes unless otherwise stated.

Unpaid amounts shall accrue interest at the rate specified above from the invoice due date until paid. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the End Date or until the completion of the Scope of Work, whichever occurs later.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach, provided that certain breaches requiring immediate action may be terminated upon written notice without cure period. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall maintain in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is (a) already in the public domain through no fault of the Receiving Party, (b) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (c) rightfully obtained from a third party without restriction. Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict disclosure to employees, agents, or subcontractors who have a specific need to know and are bound by confidentiality no less protective than this Agreement.

The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

  The parties agree that confidentiality obligations are mutual and apply equally to both parties.

Representations and Warranties

Each party represents and warrants that it has the right and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for special, incidental, exemplary, punitive, or consequential damages, and the aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement during 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 specified below, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Entire Agreement; Amendments

This Agreement, including any exhibits and executed statements of work, 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 modification, amendment, or waiver shall be effective unless reduced to writing and signed by an authorized representative of each party.

Notices

All notices required or permitted under this Agreement 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 specify in writing.

Execution

The parties have executed this Agreement by their duly authorized representatives as of the dates indicated below.

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