Business NLR Form

BUSINESS NLR FORM

Parties and Identification

Recitals

WHEREAS, Party A is engaged in the business of providing goods and/or services to commercial clients and has agreed to provide certain services to Party B on the terms set forth in this Business NLR Form; and

WHEREAS, Party B desires to retain Party A to perform the services described herein and both parties desire to allocate liability and agree to release certain claims as set forth in this agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Business NLR Form and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

Scope of Work

Party A shall perform the following services and deliverables for Party B. Parties agree that the description below defines the primary scope and that changes will be documented in writing and signed by both parties.

Payment Terms

Party B shall pay Party A the amounts described below in consideration for the services performed under this agreement. All fees are payable in United States dollars unless otherwise agreed in writing.

Late payments shall bear interest and fees as set forth below.

Term and Termination

This agreement shall commence on the Effective Date and shall continue in effect until the Termination Date or until earlier terminated as provided below.

Effective Date:    Termination Date (if any):

Either party may terminate this agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for work performed.

Confidentiality

Each party shall maintain in strict confidence all non-public, proprietary, or confidential information disclosed by the other party in connection with this agreement ("Confidential Information"). Confidential Information shall not include information that is (a) already in the receiving party's possession without restriction, (b) publicly available through no fault of the receiving party, (c) lawfully obtained from a third party, or (d) independently developed without use of the disclosing party's Confidential Information.

Confidentiality obligations shall survive termination of this agreement for a period of years.

Release of Liability and Indemnification

To the fullest extent permitted by law, Party B hereby releases Party A and its officers, directors, employees, agents, and affiliates from any and all claims, demands, liabilities, losses, and damages arising out of or related to the performance of the services described herein, except to the extent such claims are the direct result of Party A's gross negligence or willful misconduct.

Party B agrees to indemnify, defend and hold harmless Party A from and against any third-party claims, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from Party B's misuse of deliverables, breach of this agreement, or negligent acts or omissions, except to the extent caused by Party A's gross negligence or willful misconduct.

Notices

All notices required or permitted under this agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party designates in writing.

Governing Law and Dispute Resolution

This agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this agreement through negotiation. If the parties are unable to resolve the dispute through negotiation within thirty (30) days, either party may pursue any remedies available at law or in equity.

Entire Agreement; Amendment

This Business NLR Form, together with any exhibits or 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, proposals, negotiations and communications, whether oral or written. No modification, amendment, or waiver of any provision of this agreement will be effective unless in writing and signed by authorized representatives of both parties.

Severability

If any provision of this agreement is held to be invalid, illegal, or unenforceable in any respect, the remainder of the agreement will remain in full force and effect and such invalid, illegal, or unenforceable provision will be reformed only to the extent necessary to make it enforceable while preserving its intent.

Sign Now