Business Nota Template

BUSINESS NOTA

Agreement Date:

Parties

Client Name:    Client Address:

Provider Name:    Provider Address:

Recitals

WHEREAS, Client engages Provider to perform certain goods or services described herein and Provider represents that it is duly qualified and capable of providing such goods or services in accordance with accepted industry standards;

WHEREAS, Provider agrees to furnish to Client the goods and/or services identified in this Business Nota under the terms and conditions set forth below and to issue an invoice or nota for the same; and

WHEREAS, the parties desire to record their respective rights and obligations with respect to the transaction described in this Business Nota.

Nota Reference & Description

Payment Terms

Total Amount Due:

Provider shall deliver invoice documentation describing the work performed and amounts due. Client shall pay undisputed amounts in full in accordance with the Payment Schedule. Disputed items must be communicated in writing within the Payment Due Date; undisputed portions remain payable.

Term and Termination

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this section, shall continue until End Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within Notice Period: after receiving written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees (i) to hold Confidential Information of the other party in strict confidence, (ii) not to disclose Confidential Information to any third parties except as necessary to perform obligations under this Agreement or as required by law, and (iii) to use Confidential Information solely for the purposes of performing under this Agreement. Confidential obligations survive termination of this Agreement for a period of five (5) years, except for trade secrets which shall remain protected for so long as such information retains its trade secret status.

Representations; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry practices. Each party shall indemnify and hold harmless the other from any third-party claims arising from its breach of this Agreement, negligence, or willful misconduct, subject to applicable law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration or in the courts located in the county of the governing state, as elected by the party initiating the proceeding.

Entire Agreement

This Agreement, including any attachments and the Business Nota described herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings and representations, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

Acknowledgment

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms of this Business Nota.

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