Business OFS Template

BUSINESS OFS TEMPLATE

This Business OFS Agreement (the Agreement) is made effective as of Effective Date: , by and between:

WHEREAS

WHEREAS, Service Provider possesses expertise and resources to perform the services described in this Agreement and is willing to provide such services to Client pursuant to the terms set forth herein;

WHEREAS, Client desires to engage Service Provider to perform the services described below and to pay for those services on the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to establish the scope, compensation, confidentiality obligations, and terms for the performance and acceptance of the services.

SCOPE OF WORK

Service Provider will perform the services and deliverables described below. Deliverables will be provided in a commercially reasonable manner and in accordance with the schedule agreed by the parties.

Acceptance Criteria: Client shall have a period of days from delivery of each deliverable to review and either accept the deliverable in writing or notify Service Provider of deficiencies. If Client fails to notify Service Provider within that period, the deliverable will be deemed accepted.

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total amount of $ for the services described herein, subject to the payment schedule below.

Invoicing and Payment Terms: Service Provider shall submit invoices to Client. Unless otherwise stated on the invoice, payment is due within days of the invoice date. Payments not received within such period will accrue a late fee of % per month (or the maximum lawful rate if lower), calculated monthly on any unpaid balance.

TERM AND TERMINATION

Term: The initial term of this Agreement will commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice no less than days to the other party. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

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

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public, proprietary, or confidential information disclosed by either party to the other, whether oral or written, including technical data, trade secrets, business plans, customer lists, pricing, and other financial information, but excluding information that: (a) is or becomes publicly known through no wrongful act of the receiving party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the receiving party without use of Confidential Information.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use at least the same degree of care to protect such information as it uses to protect its own confidential information (but no less than a reasonable degree of care), and (iii) use Confidential Information solely for the performance of this Agreement. The receiving party shall restrict disclosure to those employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Duration: The confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and is not an employee, partner, or joint venturer of Client. Service Provider will be responsible for all taxes and benefits applicable to its personnel.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, consolidation, or sale of substantially all of its assets.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment must be 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 such other address as a party may designate in writing. Notices are effective upon receipt.

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