Business How-To Guide

Business How-To Guide Agreement

This Development and Distribution Agreement ("Agreement") is entered into as of Effective Date: between Client Name: and Provider Name: .

Recitals

WHEREAS, Client desires to obtain from Provider a written and/or multimedia Business How-To Guide describing business formation, operations, and best practices tailored to Client's stated objectives; and

WHEREAS, Provider has the expertise and personnel necessary to develop, produce, and deliver such Business How-To Guide in accordance with the terms and specifications set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the development, delivery, licensing, and payment for the Business How-To Guide.

Scope of Work

PDF Word Document Video Module Online Course

Payment Terms

Total Fee: $ payable as set forth below. All amounts payable under this Agreement are exclusive of applicable taxes unless otherwise indicated.

Invoices will be issued in accordance with the above schedule and are due within days of receipt. Late payments shall accrue interest at the lesser of (i) a per-month rate of % per month or (ii) the maximum rate permitted by law. In addition, the Provider may assess a late fee of $ for each missed payment cycle.

Term and Termination

Term Commencement Date: . Termination Date or Project Completion Date: .

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Either party may terminate without cause upon days' prior written notice. Upon termination, Client shall pay Provider for all work performed through the effective date of termination and any non-cancellable commitments reasonably incurred by Provider.

Confidentiality

"Confidential Information" means business, technical, financial or other proprietary information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees or contractors who have a need to know and who are bound by written confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets where protection shall remain for as long as such information qualifies as a trade secret under applicable law.

Acknowledgement of Confidentiality Obligations: By checking this box, the signing party acknowledges and agrees to the confidentiality provisions set forth above.

Intellectual Property and License

Unless otherwise agreed in writing, Provider retains all right, title, and interest in materials, methodologies, templates, and pre-existing intellectual property used or developed by Provider in connection with the Business How-To Guide. Upon full payment of all fees due under this Agreement, Provider grants Client a non-exclusive, non-transferable license to use the final delivered guide for Client's internal business purposes; any redistribution, resale, or modification for commercial distribution requires a separate license.

Representations and Warranties; Indemnity

Each party represents and warrants that it has the authority to enter into this Agreement. Provider warrants that the deliverables will materially conform to the scope of work for a period of thirty (30) days following delivery; Provider's sole obligation for breach of this warranty shall be to correct nonconforming deliverables at Provider's expense. Client shall indemnify and hold harmless Provider from and against any third-party claims arising from Client's use or distribution of the deliverables outside the scope of the license granted herein.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any disputes arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, 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 written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

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