Business Micros Template

BUSINESS MICROS TEMPLATE

Parties

Recitals

WHEREAS, Provider is engaged in the business of providing consulting, development, and micro-service solutions tailored for small and emerging businesses, and possesses the necessary experience, personnel, and resources to perform the services described below; and

WHEREAS, Client desires to engage Provider to perform certain services on the terms and conditions set forth in this Agreement, and Provider is willing to perform such services for Client under the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Provider shall perform the services and deliverables described below. Provider will use commercially reasonable efforts to perform the services in accordance with the schedule agreed by the parties.

Payment Terms

In consideration of Provider's performance, Client shall pay Provider the fees and reimbursable expenses set forth below in accordance with the schedule and terms described.

All invoices shall itemize the work performed and be delivered to the Client. Client shall pay undisputed invoices within the period set forth above. Any disputed portion shall be reasonably resolved in good faith; undisputed portions remain payable on the due date.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated as provided below, continues until the End Date or until completion of the Scope of Work, whichever occurs later.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period set forth above after delivery of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that is or becomes publicly available through no breach of this Agreement, that was lawfully in the receiving party’s possession prior to disclosure, or that is independently developed without use of the disclosing party’s Confidential Information.

The receiving party shall (i) 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 reasonable care, (ii) use Confidential Information only for performance under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, contractors and advisors who need to know and are bound by confidentiality obligations no less protective than those herein. Upon termination or upon request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

Intellectual Property; Work Product

Unless otherwise agreed in writing, Provider retains all rights in pre-existing materials, tools, methodologies and know-how. Subject to timely payment of all fees by Client hereunder, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. The parties may negotiate separate assignment or license terms for bespoke code or deliverables with substantial creative input.

Representations; Liability

Each party represents that it has authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

Entire Agreement; Amendment

This Agreement, including any exhibits and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

Notices

Notices required or permitted under this Agreement shall be sent to the contact information provided below and shall be deemed given when delivered personally, by certified mail, or by nationally recognized overnight courier.

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