Business MAF Template

Business MAF Template

Parties

Recitals

WHEREAS, Client Name: desires to engage Provider to perform certain professional services as described herein; and

WHEREAS, Service Provider Name: represents that it has the necessary expertise, personnel, and facilities to provide such services on the terms set forth in this Agreement.

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

Scope of Work

Service Provider will perform the services and deliverables described below. Services must be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the performance of the Scope of Work as follows. All fees are due in United States Dollars unless otherwise agreed in writing.

Late payments shall incur a late fee of of the past-due balance per month, or the maximum allowed by law, whichever is less. Client is responsible for all reasonable collection costs and attorneys' fees incurred by Service Provider in pursuing delinquent amounts.

Term and Termination

This Agreement commences on the Effective Date and continues until the End Date or until terminated as set forth below.

Effective Date: . Term Start Date: . Term End Date:

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within the notice period set forth above. Termination shall not relieve Client of the obligation to pay for services performed and expenses reasonably incurred through the effective date of termination.

Confidentiality

Each Party (the Recipient) shall hold in confidence Confidential Information disclosed by the other Party (the Discloser). "Confidential Information" means non-public business, technical, or financial information disclosed in any form and identified as confidential or that should reasonably be understood to be confidential. The Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose it to any third party except as required by law or with the Discloser's prior written consent.

Confidentiality Period: years from the date of disclosure. The foregoing obligations do not apply to information that: (a) is or becomes public through no fault of the Recipient; (b) was lawfully in the Recipient's possession prior to receipt from the Discloser; (c) is independently developed by the Recipient without use of the Discloser's Confidential Information; or (d) is rightfully obtained by the Recipient from a third party without breach of any obligation to the Discloser.

Representations, Indemnification, and Insurance

Each Party represents that it has the full corporate or individual power and authority to enter into this Agreement. Service Provider shall indemnify and hold harmless Client from claims, liabilities, losses, and expenses arising from Service Provider's negligent acts, willful misconduct, or breach of this Agreement, subject to any limitations of liability set forth by the Parties in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected below, without regard to its conflict of law principles.

Entire Agreement

This Agreement, including any exhibits, schedules, and written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No modification of this Agreement is effective unless in writing and signed by authorized representatives of both Parties.

Notices

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses below or to such other address as the receiving Party may designate by notice given in accordance with this Section.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The Parties are independent contractors, and nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship except as expressly set forth in writing.

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