Business Interactive Statement

Business Interactive Statement

THIS BUSINESS INTERACTIVE STATEMENT (the "Statement") is entered into by the parties identified below for the purpose of documenting the business relationship, the scope of services to be performed, payment obligations, confidentiality expectations, and other material terms. This Statement is intended to be a binding agreement when executed by authorized representatives of each party.

Parties and Recitals

Client Name: Client Address:

Contractor Name: Contractor Address:

WHEREAS, Client Name: requires certain professional services and/or deliverables described herein; and

WHEREAS, Contractor Name: has represented that it possesses the expertise, personnel, and resources necessary to perform such services in accordance with the terms set forth below; and

WHEREAS, the parties desire by this Statement to define the scope, compensation, confidentiality, term, termination, and governing law applicable to their relationship.

Scope of Work

Payment Terms

Total Compensation: $    Billing Schedule:

Late Payment: A late fee of per month on any undisputed past due amount will be applied beginning days after the invoice due date. In addition, the prevailing party is entitled to recover collection costs, including reasonable attorneys' fees.

Term and Termination

Commencement Date:    Expiration Date:

Either party may terminate this Statement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Either party may also terminate without cause upon days' prior written notice.

Obligations that by their nature survive termination or expiration (including confidentiality, payment for services rendered, and indemnities) shall survive such termination or expiration.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party (the Disclosing Party) to the other party (the Receiving Party), whether disclosed orally, visually or in writing, 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.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Statement; (b) restrict disclosure of Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Statement by the Receiving Party; (ii) was known to the Receiving Party at the time of disclosure without restriction; (iii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations in this Statement shall continue for a period of years from the date of disclosure, or for such longer period as required by applicable law with respect to specific categories of Confidential Information.

Representations and Warranties; Liability

Each party represents that it has the full right, power and authority to enter into this Statement and to perform its obligations hereunder. Contractor warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS STATEMENT, NEITHER PARTY MAKES ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or a party's breach of its confidentiality obligations, in no event shall either party be liable for consequential, incidental, special, or punitive damages, and total aggregate liability for claims arising out of or related to this Statement shall be limited to the amounts actually paid or payable to Contractor under this Statement in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

Governing Law: This Statement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising under this Statement through negotiation between senior representatives. If unresolved within thirty (30) days, the parties may pursue any available legal or equitable remedies in courts of competent jurisdiction located in the selected governing state, subject to the limitations on remedies set forth herein.

Entire Agreement; Miscellaneous

Entire Agreement: This Statement, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral.

Amendments and Waivers: Any amendment or modification of this Statement must be in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance.

Assignment: Neither party may assign or transfer its rights or obligations under this Statement without the prior written consent of the other party, except to a successor in interest to substantially all of its business or assets to which this Statement relates.

Interactive Administrative Fields

Sign Now