Business Mart Template

BUSINESS MART TEMPLATE

This Business Agreement (the Agreement) is made and entered into as of Effective Date: by and between Business Mart Name: and Counterparty Name: .

RECITALS

WHEREAS, Business Mart operates as a provider of goods and/or services and has expertise in the provisioning, marketing, and sale of such goods and services; and

WHEREAS, Counterparty desires to engage Business Mart to perform the services and deliverables described herein under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the full scope, payment terms, confidentiality obligations, and remedies relating to such engagement.

SCOPE OF WORK

Business Mart shall provide the services and deliverables described below. The parties agree that modifications to the scope shall be made only by written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

Compensation: Counterparty shall pay Business Mart the Fee in United States Dollars in consideration for the services and deliverables described in the Scope of Work.

Invoicing: Business Mart will submit invoices in accordance with the payment schedule. Payment is due within days of receipt of an undisputed invoice. Invoices not disputed in writing within ten (10) days shall be deemed accepted.

If any undisputed amount remains unpaid after the due date, interest shall accrue at the rate specified above, compounded monthly, and the delinquent party shall be responsible for all reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice no less than days prior to the intended termination date.

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

Effect of Termination: Upon termination, Counterparty shall pay Business Mart for all work performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, limitation of liability, and payment of accrued amounts shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business information disclosed by a disclosing party to a receiving party, whether written, oral, or electronic, 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.

Obligations: The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is obtained by the receiving party from a third party who has the right to disclose it.

Duration: The obligations in this Confidentiality section shall survive termination of this Agreement for unless a longer period is required by applicable law.

GOVERNING LAW

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 state and federal courts located within that State for resolution of any disputes arising under this Agreement.

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 the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

ADDITIONAL TERMS

Independent Contractor: The parties acknowledge and agree that Business Mart is engaged as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total amounts paid or payable to Business Mart under this Agreement in the twelve (12) months preceding the claim.

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