Business Offerings Template

Business Offerings Template

Parties

Recitals

WHEREAS, Client is engaged in the business of procuring services and desires to obtain certain offerings from Service Provider under the terms set forth herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to provide the offerings described in this Agreement and is willing to provide such offerings to Client pursuant to the terms and conditions contained in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows.

Offer Effective Date

Effective Date: ,

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with prevailing industry standards. Any changes to the scope must be made in writing and executed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables. Payments shall be made in U.S. dollars unless otherwise agreed in writing.

Deposit required prior to commencement     If yes, deposit amount:

Invoices not paid within days of invoice date shall incur interest at per month or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, will continue until the End Date or until completion of the services.

Start Date: ,

End Date (or upon completion): ,

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information shall not include information that is or becomes public without breach, independently developed without use of the other's Confidential Information, or rightfully obtained from a third party without restriction.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, perpetual license to use deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains ownership of preexisting materials and tools and any general skills, know-how, and methodologies developed in the course of performing services.

Indemnification and Limitation of Liability

Each party shall indemnify and defend the other from claims resulting from its gross negligence or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party's aggregate liability shall exceed the total amounts actually paid under this Agreement in the 12 months preceding the claim.

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.

Entire Agreement and Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing, and shall be deemed given when delivered personally, sent by nationally recognized overnight carrier, or three business days after being mailed by certified mail, return receipt requested.

Signatures

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