Business NTF Template

BUSINESS NTF TEMPLATE

This Business Notice and Task Framework ("Agreement") is entered into as of by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client requires certain goods, services and task management as described in this Agreement, and Provider represents that it is qualified and willing to perform such services in accordance with the terms herein; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other terms governing the delivery of such work and any notices to furnish deliverables (collectively, the "Services"); and

WHEREAS, the parties intend that this Agreement serve as the controlling document that allocates responsibilities, timelines and remedies for non‑performance or late delivery.

Scope of Work

Deliverables to be furnished by Provider shall include, at a minimum, the items and milestones set forth in the Description of Services above. Provider will furnish written notice to Client when each deliverable is ready for review (a "Notice to Furnish"). Client shall accept or provide written comments within days of receipt of such Notice to Furnish.

Payment Terms

Payments are due within days after invoice. Accepted payment method: .

Any undisputed past‑due amount shall bear interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. In addition, Provider may assess a late fee of for each late invoice.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Provider will deliver all completed deliverables and invoices through the date of termination. Client will pay Provider for Services performed through the effective date of termination plus any reasonable wind‑down costs expressly authorized in writing prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to Recipient's employees, affiliates, contractors and professional advisors who have a strict need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that (i) is or becomes generally known to the public without breach of this Agreement, (ii) was known to Recipient prior to disclosure as demonstrated by written records, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by Recipient without reference to Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law or court order, provided Recipient gives Discloser prompt written notice and cooperates with any effort to obtain a protective order.

Representations; Insurance; Limitation of Liability

Each party represents that it has authority to enter into this Agreement and perform its obligations. Provider will maintain, at its expense, commercially reasonable insurance coverage appropriate to the scope of Services. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for consequential, incidental, punitive or special damages. Provider's aggregate liability under this Agreement will not exceed the total fees paid by Client to Provider under this Agreement during the preceding twelve (12) months.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in such jurisdiction for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits, appendices and written notices to furnish deliverables executed under it, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior agreements and understandings. No modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing. Notice is effective upon receipt.

Acceptance of Terms

The parties agree that execution of this Agreement by electronic signature, facsimile, or scanned image of a signed copy shall be binding and enforceable and shall have the same force and effect as an original signature.

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