Business Notice Sample

Business Notice Sample

This Business Notice Agreement (the Agreement) is entered into by and between First Party: and Second Party: . Effective Date: , .

Parties and Notices

WHEREAS

WHEREAS, First Party is engaged in the business of providing goods and services described herein and has agreed to provide certain deliverables to Second Party under the terms of this Agreement; and

WHEREAS, Second Party desires to receive the services and deliverables and to provide payment in accordance with the Payment Terms set forth below; and

WHEREAS, the Parties intend that this Agreement memorialize their respective obligations, the notice procedures, confidentiality protections, and the remedies available in the event of breach.

Scope of Work

The Parties agree that First Party shall perform the services and provide the deliverables described below. The description shall include specific tasks, milestones, and acceptance criteria. Any change to scope shall be made only by written amendment signed by both Parties.

Payment Terms

Compensation: Second Party shall pay First Party the total amount of $ for the services rendered under this Agreement, subject to invoice and acceptance.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. In addition, Second Party shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

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

Termination for Convenience: Either Party may terminate this Agreement for any reason upon providing days' prior written notice to the other Party. Termination shall not relieve either Party of obligations accrued prior to termination.

Termination for Cause: Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one Party to the other Party, whether oral, written, or electronic, 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.

Obligations: Each Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) restrict disclosure of Confidential Information to those 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.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed without reference to the other Party's Confidential Information, or (d) is required to be disclosed by law, provided that the receiving Party gives prompt notice and cooperates to seek a protective order or other remedy.

Duration: The confidentiality obligations set forth in this Agreement shall continue for years following termination or expiration of this Agreement.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments 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, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

Notices

All notices, requests, consents and communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a Party may designate by written notice. Notices shall be deemed given when delivered personally, sent by confirmed overnight courier, or three (3) days after deposit in the domestic mail, postage prepaid.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No waiver of any breach shall be deemed a waiver of any other breach. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets.

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