Business Hire Contract

Business Hire Contract

RECITALS

WHEREAS Hiring Company Name: (the "Company") desires to retain certain services; and

WHEREAS Service Provider Name: (the "Provider") represents that it has the experience, personnel and resources to perform the services described herein; and

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows:

PARTIES & CONTACT

SCOPE OF WORK

Provider shall perform the services and deliverables described below (the "Services"). The Services will include, at a minimum, the tasks, deliverables, milestones and acceptance criteria set forth in the Scope of Work field.

PAYMENT TERMS

Compensation for Services shall be as follows:

All fees are exclusive of taxes. Each party shall be responsible for taxes imposed upon it by applicable law, except that Company shall withhold taxes if and as required by applicable law.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues through End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing Notice Period (days): days' prior written notice. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

Upon termination, Provider shall deliver all completed and partially completed deliverables and shall invoice Company for all Services performed through the effective date of termination. Company shall pay undisputed amounts in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, and (iii) not disclose Confidential Information to any third party except as required for performance of the Services and subject to written confidentiality obligations no less restrictive than those set forth herein.

The obligations above do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is lawfully received from a third party; or (d) is independently developed without use of the disclosing party's Confidential Information. Upon termination or upon request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all materials, deliverables and work product created by Provider specifically for Company under this Agreement ("Work Product") shall be deemed "work made for hire" and ownership of all proprietary rights, including copyrights, shall vest in Company upon creation and payment in full. To the extent any such rights do not vest automatically, Provider hereby assigns and agrees to assign to Company all right, title and interest in and to such Work Product.

Provider retains ownership of Preexisting Materials and Provider Tools, but grants Company a non-exclusive, worldwide, royalty-free license to the extent necessary to use the Work Product. Provider shall ensure that any third-party materials included in deliverables are properly licensed for Company's use.

REPRESENTATIONS; INDEPENDENT CONTRACTOR

Each party represents that it has full power and authority to enter this Agreement and perform its obligations. Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

Provider is an independent contractor and is not an employee, agent, joint venturer or partner of Company. Provider shall be solely responsible for all taxes, withholdings and other statutory obligations related to its performance under this Agreement.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against third-party claims arising from the Indemnitor's gross negligence, willful misconduct, or material breach of this Agreement, including reasonable costs of investigation and attorneys' fees.

Except for liability arising from a party's gross negligence or willful misconduct or indemnification obligations, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total amount paid or payable by Company to Provider under this Agreement during the twelve (12) month period preceding the claim.

INSURANCE

Provider shall maintain at its expense commercial general liability and, if applicable, professional liability insurance in amounts sufficient to cover its obligations under this Agreement. Upon request, Provider shall provide certificates of insurance evidencing such coverage.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall first attempt to resolve disputes through good faith negotiations prior to initiating litigation.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No modification shall be binding unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect, and the parties shall negotiate in good faith a substitute provision that most nearly effects the parties' original intent.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses listed above, or to such other address as a party may specify in writing. Headings are for convenience only and do not affect interpretation. The parties agree to execute all documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

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