Business Granular Template

BUSINESS GRANULAR TEMPLATE

Parties and Recitals

This Business Granular Agreement (the Agreement) is entered into as of (Effective Date) by and between:

WHEREAS, Client desires to obtain certain business services and deliverables described herein; and

WHEREAS, Contractor represents that it has the experience and capability to perform the services and deliver the work product under the terms of this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the full terms by which Contractor will perform the scope of work and Client will compensate Contractor.

Scope of Work

Contractor shall perform the services and produce the deliverables described in this Section and any appendices or change orders executed by the parties. The Scope below is a non-exhaustive statement of Contractor obligations; specific tasks, milestones, and acceptance criteria shall be included in writing and signed by both parties prior to the commencement of such tasks.

Payment Terms

Compensation for the performance of services shall be as set forth below. All sums are payable in lawful currency and exclude taxes unless otherwise stated.

Invoices shall be rendered by Contractor in accordance with the payment schedule. Client shall pay each undisputed invoice within days of receipt. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

All payments are due without set-off. Client shall reimburse Contractor for reasonable out-of-pocket expenses incurred in performance if pre-approved in writing.

Term and Termination

This Agreement commences on the Effective Date and continues until termination in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Contractor shall cease work and deliver any completed work product for which Client has paid. Client shall pay Contractor for all work performed and reasonable expenses incurred through the effective date of termination.

Confidentiality

Except as required by law, each party (Receiving Party) shall hold in confidence and not disclose to any third party the confidential information of the other party (Disclosing Party). Confidential information means non-public business, technical, financial, and other information disclosed in connection with this Agreement, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential.

Confidentiality obligations do not apply to information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known to the Receiving Party at the time of disclosure without obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party’s confidential information.

All confidential information shall be returned or destroyed upon termination or at the Disclosing Party’s request. The obligations in this Section shall survive termination for a period of three (3) years from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party’s gross negligence or willful misconduct, breach of this Agreement, or violation of applicable law.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property indemnities, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. The aggregate liability of either party for any and all claims arising out of or related to this Agreement shall not exceed the total fees paid to Contractor under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Governing Law and Dispute Resolution

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

The parties shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, the parties may pursue any remedy available at law or equity in the courts of the selected governing jurisdiction.

Entire Agreement; Amendments

This Agreement, including all attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications and proposals, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other party’s prior written consent, except that Contractor may assign to an affiliate. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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