Business OTO Template

BUSINESS OTO AGREEMENT

This Business One-Time Offer Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: (Provider) and Client Name: (Client). Provider and Client are each a Party and together the Parties.

RECITALS

WHEREAS, Provider develops and supplies the goods and/or services described herein and has presented a one-time offer to provide a specific, limited-scope engagement to Client on the terms set forth in this Agreement;

WHEREAS, Client desires to accept Provider's one-time offer for the deliverables and services described in the Scope of Work in exchange for payment under the Payment Terms set forth below;

WHEREAS, the Parties intend for this Agreement to constitute the entire understanding relating to this one-time engagement, subject to the terms and conditions that follow.

SCOPE OF WORK

PAYMENT TERMS

Total Payment Amount: $ . Client shall pay Provider in accordance with the schedule and method below. All amounts are exclusive of applicable taxes unless otherwise stated.

Late Payment: If any amount due is not paid within days after the due date, Client will pay a late fee of on the overdue balance, calculated monthly, or the maximum permitted by law, whichever is less. Client is responsible for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Start Date: . Term End Date: . This Agreement will automatically terminate on the Term End Date unless earlier terminated as provided below.

Effect of Termination: Upon termination, Client will pay for all services performed and reimbursable expenses incurred through the effective termination date. Sections that by their nature survive termination will remain in effect, including confidentiality, indemnity, payment obligations, and governing law.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by a Party to the other Party, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: The receiving Party shall (a) not disclose Confidential Information to third parties except to personnel who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exceptions: Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving Party, is lawfully received from a third party without restriction, or is independently developed without use of the disclosing Party's Confidential Information. Disclosure compelled by law is permitted only after prompt notice to the disclosing Party and, where possible, reasonable cooperation to limit disclosure.

MISCELLANEOUS PROVISIONS

Independent Contractor: Provider performs services as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the Parties.

Indemnification: Each Party agrees to indemnify, defend and hold harmless the other Party from and against claims arising from the indemnitor's negligence, willful misconduct or material breach of this Agreement, subject to any limitations on liability set forth by the Parties.

Dispute Resolution: The Parties will attempt in good faith to resolve any dispute arising out of this Agreement promptly by negotiation. If the dispute cannot be resolved through negotiation, the Parties may pursue any remedy available at law or in equity in the courts located in the chosen governing jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits and the Scope of Work incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment must be made in writing and signed by authorized representatives of both Parties.

NOTICES

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