Business Materials Template

BUSINESS MATERIALS TEMPLATE

This Business Materials Agreement (the "Agreement") is made effective as of , by and between:

RECITALS

WHEREAS, Client desires to obtain business materials, deliverables, or related services described herein (the "Materials"), and Provider has the expertise and capacity to prepare, supply, or otherwise make available such Materials under the terms of this Agreement;

WHEREAS, the parties intend that Provider will produce, deliver and, where applicable, transfer rights in specified Materials pursuant to the Scope of Work and Payment Terms set forth below; and

WHEREAS, the parties desire to establish procedures for acceptance, ownership, confidentiality, payment and termination of the relationship created by this Agreement.

SCOPE OF WORK

Provider shall perform the work and produce the Materials described below. Provider shall perform with reasonable care, in a professional manner, and in accordance with any agreed schedules and specifications.

PAYMENT TERMS

Client shall pay Provider in accordance with the following terms. All fees are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement shall commence on , (the "Commencement Date") and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party that remains uncured for days following written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice to the other party.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential. Confidential Information excludes information that is publicly known, lawfully received from a third party without restriction, independently developed by the recipient, or required to be disclosed by law.

Each recipient shall (a) use Confidential Information solely for performance of this Agreement, (b) restrict disclosure to employees, contractors and agents who need to know and who are bound to confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect the Confidential Information as the recipient uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality survive termination for a period of years, except for trade secrets which shall remain protected for as long as they qualify as trade secret under applicable law.

INTELLECTUAL PROPERTY AND MATERIALS

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to the final Materials delivered and accepted by Client, subject to Client's payment in full. Provider retains ownership of Provider's pre-existing materials, tools, methodologies and general know-how. Where assignment is not permissible, Provider grants Client an exclusive, worldwide, transferable license to use, reproduce, distribute and modify the delivered Materials for Client's business purposes.

Provider represents that the Materials will be original or that Provider has obtained necessary rights from third parties and that the Materials will not infringe third-party rights. Provider agrees to indemnify and hold Client harmless from claims arising from breach of these representations.

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 laws rules.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

Sign Now