Business ODJ Document

BUSINESS ODJ DOCUMENT

RECITALS

This Business ODJ Document ("Agreement") is made effective as of by and between Client Name: and Contractor Name: .

WHEREAS, Client requires certain business development, operational, data-collection, and joint deliverables described herein; and

WHEREAS, Contractor represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform such services and deliverables for Client.

SCOPE OF WORK

Contractor shall perform the work in a professional manner consistent with industry standards and shall provide all personnel, equipment, and materials necessary to complete the services described above. Deliverables shall include final reports, documentation, and any transfer of intellectual property as expressly set forth in this Agreement.

PAYMENT TERMS

Deposit (if any):    Balance due upon final delivery:

All invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client shall also reimburse Contractor for all reasonable collection costs and expenses.

Payments shall be made in lawful currency of the jurisdiction agreed by the parties and by the method set forth in each invoice unless otherwise agreed in writing.

TERM AND TERMINATION

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

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

Upon termination, Contractor shall be paid for all work performed and reimbursable expenses incurred up to the effective date of termination, subject to any setoffs permitted by law.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form 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. Confidential Information expressly includes business plans, technical and product information, trade secrets, financial information, customer lists, and any materials marked confidential.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to any third party without the disclosing party's prior written consent except to permitted representatives who need to know the information and who are bound by obligations of confidentiality no less protective than those set forth herein, and (iii) use Confidential Information solely for the performance of this Agreement. These obligations shall not apply to information that (a) is or becomes public through no fault of the receiving party, (b) was lawfully in the receiving party's possession prior to disclosure, (c) is lawfully received from a third party without breach of an obligation of confidentiality, or (d) is independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of unless a longer period is required by applicable law or equity. The parties acknowledge that breach of confidentiality may cause irreparable harm for which monetary damages are inadequate and agree that injunctive relief is an appropriate remedy.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation; if unresolved, disputes may be submitted to binding arbitration or litigation as selected by the parties in writing.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for incidental, consequential, special, or punitive damages, and each party's aggregate liability shall not exceed the total fees paid by Client to Contractor under this Agreement during the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments, 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. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses provided above or such other address as either party may designate in writing.

MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Sign Now