Business Interstate Document

Business Interstate Document

Parties

Recitals

WHEREAS, Client Name: desires to engage Service Provider to perform interstate commercial services as described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, capacity, and requisite licenses to provide such services in the states in which performance will occur; and

WHEREAS, the parties wish to set forth their mutual rights and obligations with respect to such interstate commercial relationship effective as of Effective Date: .

Scope of Work

Service Provider shall provide the services, deliverables, and related materials required by Client in accordance with the terms of this Agreement. The parties acknowledge that performance may occur in multiple states and that Service Provider will comply with applicable registrations and licensing requirements where required.

Payment Terms

Compensation: Client shall pay Service Provider the Total Compensation set forth below in lawful U.S. currency in full for services performed under this Agreement.

Invoicing: Service Provider shall submit invoices in accordance with the schedule above. Client shall pay undisputed invoices within days of receipt.

Taxes and Withholding: Each party is responsible for its own taxes arising from performance hereunder. Client shall withhold or remit taxes, if any, that are required under applicable law.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice to the other party no fewer than days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means information disclosed by one party to the other 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, including business plans, customer information, pricing, and proprietary processes.

Obligations: Receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with 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 to those employees, agents, or contractors who have a need to know and who are bound by nondisclosure obligations no less protective than those herein.

Exceptions: Confidential Information does not include 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 prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Compliance and Interstate Considerations

Each party represents and warrants that it shall obtain and maintain all licenses, permits, registrations, and certifications required for its performance in any state where it performs services, and shall comply with applicable federal and state laws, including transportation, labor, and tax laws applicable to interstate commerce.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any action arising out of or relating to this Agreement, provided that either party may seek injunctive relief in any jurisdiction where necessary to protect its rights.

Representations; Indemnity; Insurance

Each party represents that it has the authority to enter this Agreement and that its performance will comply with applicable law. Service Provider shall maintain commercial general liability insurance and any other insurance required by applicable law or reasonably requested by Client. Service Provider shall indemnify, defend, and hold harmless Client from claims, liabilities, losses, and expenses arising from Service Provider's breach of this Agreement or negligent acts or omissions in performance.

Entire Agreement; Amendments

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Severability and Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Failure to enforce any provision shall not constitute a waiver of that provision or the right to enforce it later.

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