Business Launch Template

Business Launch Template

RECITALS

WHEREAS, Company Name: is engaged in the business of planning, developing, and launching commercial products and services; and

WHEREAS, Launch Partner Name: has expertise and resources necessary to perform the services described below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the preparation and execution of a business launch as of the Effective Date: .

PARTIES

SCOPE OF WORK

The Service Provider shall perform the services described below in a professional manner consistent with industry standards. The parties acknowledge that the scope may evolve subject to written change orders executed by authorized representatives.

PAYMENT TERMS

Total Project Fee: $ . Payment shall be made according to the schedule below.

Late Payment: Any undisputed amount not paid when due shall accrue interest at % per month (or the maximum permitted by law, if less), plus all costs of collection, including reasonable attorneys' fees.

Expenses: Reimbursable out-of-pocket expenses will be charged if authorized in advance. Client acknowledges responsibility for such approved expenses: Client bears approved expenses.

TERM AND TERMINATION

Term Commencement Date: . Term End Date (if applicable): .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice.

Termination shall not relieve the Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business plans, financial data, customer lists, technical specifications, and marketing strategies.

Obligations: Each receiving party shall (a) keep Confidential Information in strict confidence; (b) use it solely to perform its obligations under this Agreement; and (c) not disclose it to any third party except to representatives who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions and Duration: Confidential Information does not include information that is or becomes public through no breach by the receiving party, is rightfully received from a third party without breach, or is independently developed. Confidentiality obligations shall survive termination for a period of years, except for trade secrets which shall remain protected to the extent permitted by law.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, the Service Provider grants to the Client a non-exclusive, non-transferable license to use deliverables for the Client's internal business purposes following full payment. Pre-existing intellectual property of each party remains the sole property of that party. Any work specially commissioned and paid for as a "work made for hire" shall be owned by the commissioning party to the extent permitted by applicable law; to the extent not permitted, Service Provider assigns all right, title and interest in such work to Client upon full payment.

INDEMNIFICATION & LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct. Except for breaches of confidentiality or indemnity obligations, neither party's liability for direct damages shall exceed the total fees paid under this Agreement for the twelve (12) months preceding the claim. Neither party shall be liable for consequential, special, or punitive damages.

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. Any dispute arising under or related to this Agreement shall be resolved in the courts of that state or by binding arbitration if the parties mutually agree in writing.

ENTIRE AGREEMENT

This Agreement, together with all exhibits and written change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, proposals, and agreements. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate in writing.

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