Business OPCF Document

BUSINESS OPCF DOCUMENT

This Business OPCF Document (the "Agreement") is entered into by the parties identified below as of the Effective Date:

Parties

Recitals

WHEREAS, Client Name: is engaged in business operations requiring services and deliverables described herein; and

WHEREAS, Provider Name: possesses the expertise, personnel and resources to provide such services to Client; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services and Client will compensate Provider.

Scope of Work

Provider shall perform the services and deliverables described below (the "Services"). Provider will perform the Services in a professional and workmanlike manner consistent with industry standards and in accordance with the schedule specified by the parties.

Payment Terms

Client agrees to pay Provider the amounts set forth below in consideration for the Services. All payments are due in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted by Provider according to the Payment Schedule and shall be due and payable by Client within days of receipt, unless otherwise agreed in writing.

Late payments shall incur a late fee equal to % per month (or the maximum permitted by law, if less) applied to the overdue balance, together with all collection costs and reasonable attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work-in-progress and completed deliverables for which Client has paid; Client shall pay Provider for all Services performed through the effective date of termination in accordance with the Payment Terms.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party (the Disclosing Party) to the other party (the Receiving Party) 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, including business plans, financial information, trade secrets, customer lists, and technical data.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) not disclose Confidential Information to any third party except to those of its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is received rightfully from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information as required by law or a valid court order, provided that, to the extent legally permitted, it provides prompt written notice to the Disclosing Party and cooperates in any efforts to obtain confidential treatment or a protective order.

Representations; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that the Services will be performed in a professional manner consistent with prevailing industry standards.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of law principles. Exclusive venue for disputes arising under this Agreement shall be the state and federal courts located in that jurisdiction.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, 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.

Miscellaneous Provisions

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

Sign Now