Business Liability Agreement

BUSINESS LIABILITY AGREEMENT

This Business Liability Agreement ("Agreement") is entered into as of Effective Date: by and between the following parties.

RECITALS

WHEREAS, Client desires to retain Provider to perform certain services described herein and Provider agrees to provide such services under the terms and conditions set forth in this Agreement;

WHEREAS, Provider represents that it has the experience, skill, personnel, and insurance necessary to perform the services in a competent and workmanlike manner; and

WHEREAS, the parties desire to define their respective liabilities, obligations, and allocation of risk arising from Provider's performance of the services.

SCOPE OF WORK

Provider shall perform the services described below. The parties agree that any material changes to the scope must be documented in writing and signed by both parties.

PAYMENT TERMS

Compensation: Client shall pay Provider a fee in the total amount of $ for the services described above, subject to the schedule below.

Payments are due within days of invoice receipt. Late payments shall bear interest at on the unpaid balance, or the maximum rate permitted by applicable law, whichever is less. Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in enforcing payment.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach which remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that should reasonably be understood to be confidential. The recipient shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except as permitted herein. Confidentiality obligations shall survive termination for years, except that trade secrets shall remain protected for so long as they retain trade secret status.

INDEMNIFICATION; LIMITATION OF LIABILITY

Provider shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) to the extent caused by Provider's negligent acts, omissions or willful misconduct in performing the services. Client shall indemnify, defend and hold harmless Provider to the extent caused by Client's negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

INSURANCE

Provider shall, at its expense, maintain commercial general liability insurance with limits not less than $ per occurrence and shall provide evidence of such insurance upon request. Provider shall maintain workers' compensation and employer's liability insurance as required by applicable law.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are deemed given on the date of personal delivery, one business day after delivery to a nationally recognized courier, or three days after deposit in the U.S. mail, postage prepaid.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the chosen governing jurisdiction.

MISCELLANEOUS

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

Severability: If any provision of this Agreement is held unenforceable, the remainder of this Agreement will remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, representations, negotiations and agreements, whether oral or written, with respect to the subject matter hereof. Any amendment or modification must be in writing and signed by both parties.

Sign Now