Business KLTITCAF Template

Business KLTITCAF Template

Parties

This Business KLTITCAF Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client operates a business engaged in the provision of products and/or services for commercial purposes and seeks to retain Service Provider to perform certain specialized tasks in furtherance of Client's business objectives; and

WHEREAS, Service Provider possesses the requisite expertise, personnel, and resources to perform the services described in this Agreement and is willing to perform such services pursuant to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described above in a professional manner consistent with industry standards. Any material changes to the scope of work shall be documented in a written amendment signed by both parties and shall include any adjustments to fees, timeline, or deliverables.

Payment Terms

Client shall pay Service Provider in accordance with the payment schedule above. All sums not paid when due shall incur a late fee equal to per month or the maximum permitted by law, whichever is less. Client is responsible for any collection costs, including reasonable attorney fees, incurred to enforce unpaid amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice.

Confidentiality

"Confidential Information" means nonpublic information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Each party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as expressly permitted in this Agreement, and (iii) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is publicly known through no fault of the receiving party, was in the receiving party's possession prior to disclosure, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all written Confidential Information and certify such return or destruction in writing upon request.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all work product, deliverables, inventions, and materials developed by Service Provider specifically for Client under this Agreement (collectively, "Deliverables") shall be considered work made for hire and shall be the sole and exclusive property of Client upon full payment. Service Provider hereby assigns to Client all right, title and interest in and to such Deliverables. Service Provider retains ownership of its pre-existing materials, tools, methodologies, and general know-how, provided that Service Provider grants Client a nonexclusive, royalty-free license to use any pre-existing materials incorporated into Deliverables solely to the extent necessary to use the Deliverables as intended.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its affiliates from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S OBLIGATIONS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

Governing Law

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 agree that any dispute arising out of this Agreement shall be resolved in the state or federal courts located in the county wherein Client's principal place of business is located, and the parties hereby submit to the personal jurisdiction of such courts.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship.

Notices

Sign Now