Business MC Template

BUSINESS MC TEMPLATE

Parties and Recitals

This Business Master Contract ("Agreement") is entered into as of by and between:

Client Name:

Service Provider Name:

WHEREAS, Client desires that Service Provider perform the services described below; and

WHEREAS, Service Provider possesses the expertise, personnel, and resources necessary to perform such services and is willing to provide those services to Client on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions governing the performance of services, payment, confidentiality and other matters as set forth herein.

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards:

Payment Terms

In consideration for the services rendered by Service Provider, Client shall pay Service Provider as follows.

Late payments shall incur interest at the lesser of the rate of percent per month (18% per annum) or the maximum lawful rate. Service Provider may suspend performance for unpaid invoices not cured within days after notice.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for thirty (30) days following written notice of such breach.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver to Client all materials, deliverables, and any work in progress upon receipt of final payment for work performed to the termination date.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other party ("Recipient") 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. Confidential Information includes, without limitation, business plans, financial data, customer lists, pricing, proprietary processes, trade secrets, and technical information.

Recipient shall (a) use Confidential Information only for the purposes of performing this Agreement; (b) restrict disclosure of Confidential Information to those of its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of Recipient; (ii) is lawfully received from a third party without restriction and without breach of any obligation of confidentiality; (iii) is independently developed by Recipient without use of or reference to Discloser's Confidential Information; or (iv) is required to be disclosed by law, regulation or court order, provided Recipient gives Discloser prompt written notice of such requirement and cooperates, at Discloser's expense, in any reasonable attempt to obtain confidential treatment or a protective order.

The obligations in this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

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 either party may specify in writing.

Governing Law; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder. This Agreement does not create a partnership, joint venture, or employer-employee relationship between the parties; Service Provider is an independent contractor.

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Entire Agreement

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

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed originals for all purposes.

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