Business IFP Document

Business IFP Document

This Business IFP Document (the Agreement) is made effective as of by and between:

WHEREAS

WHEREAS, Client desires to procure certain services and deliverables from Provider as set forth in this Agreement and in any attachments incorporated herein; and

WHEREAS, Provider represents that it possesses the expertise, personnel and resources necessary to perform the services in accordance with accepted professional standards and the requirements of Client; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the scope, performance, payment and confidentiality of the work to be performed.

Scope of Work

Payment Terms

Contract Price: $

Invoices are payable within days of receipt. Late payments shall incur interest at the lesser of: or the maximum permitted by law.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, terminates on .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and other information disclosed in tangible or intangible form that is marked or reasonably understood to be confidential.

The recipient shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and under obligations of confidentiality at least as protective as those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. The foregoing shall not apply to information that is or becomes publicly available through no fault of the recipient, independently developed by the recipient, or rightfully received from a third party without restriction.

Upon termination or expiration of this Agreement, the recipient shall, at discloser's election, promptly return or destroy all Confidential Information and certify such destruction in writing within .

Acknowledgement of Confidentiality: Client and Provider each acknowledge their obligations under this clause.

Governing Law

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

Entire Agreement

This Agreement, together with any exhibits or attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, warranties and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall create an employment, agency or joint venture relationship between the parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, sale of substantially all assets, or corporate reorganization.

Sign Now