Business MCP Template

Business MCP Template

Recitals

WHEREAS Client Name: (the "Client") and Service Provider Name: (the "Provider") desire to enter into this Master Commercial Partnership Agreement (the "Agreement") to set forth the terms under which Provider will perform the services described below.

WHEREAS Provider represents that it has the expertise, personnel, and resources necessary to perform the services contemplated herein; and Client desires to engage Provider on the terms and conditions set forth in this Agreement.

WHEREAS the parties intend for this Agreement to govern all statements of work, work orders, and task orders issued under this Agreement during the Term unless otherwise modified in a written, executed amendment.

Scope of Work

Provider shall perform the services and deliverables described in each approved Statement of Work issued under this Agreement. Each Statement of Work shall reference this Agreement and include: a description of tasks and deliverables, acceptance criteria, schedule, and the associated fees.

Payment Terms

Compensation shall be paid to Provider in accordance with the fees set forth in each Statement of Work. Unless otherwise stated, the following default payment terms shall apply.

Invoices are due and payable within days of receipt unless otherwise specified. Late payments shall accrue interest at a rate of on the outstanding balance, maximum permitted by applicable law, and Client shall reimburse Provider for reasonable collection costs.

Term and Termination

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Agreement, shall continue until the Term End Date set forth below.

Effective Date:     Term End Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") 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. Receiving Party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; 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 no less protective than those in this Agreement. Confidential Information does not include information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) was rightfully known by the Receiving Party prior to disclosure by the Disclosing Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party.

Representations, Warranties, and Indemnity

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement and that execution of this Agreement will not violate any other agreement. Provider warrants that its services will be performed in a professional and workmanlike manner consistent with industry standards. Each party shall indemnify, defend and hold harmless the other party from and against claims arising from its gross negligence, willful misconduct, or material breach of this Agreement, subject to the limitations of liability set forth herein.

Limitation of Liability

Except for liability arising from a party’s gross negligence or willful misconduct, or for indemnification obligations, neither party shall be liable for indirect, incidental, special, consequential or punitive damages, including lost profits, regardless of theory of liability, even if advised of the possibility of such damages. The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the amount paid and payable to Provider under the applicable Statement of Work in the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If the parties cannot resolve a dispute within sixty (60) days, either party may pursue available remedies in the competent courts of the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, together with all executed Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Assignment; Relationship of Parties

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of all or substantially all of its assets. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or employment relationship.

Contact Information

Authority and Acknowledgement

Each party represents and warrants that the individual signing below is authorized to bind the respective party to this Agreement.

By checking the box, the signer certifies they have the authority to execute this Agreement on behalf of the named party.

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