Business Out of Box Template

Business Out of Box Template

Parties

Service Provider Name:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business startup, operations, and systems consulting and possesses the requisite skills, personnel, and resources to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to provide certain services on the terms and conditions set forth in this agreement effective as of ;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Service Provider will perform the services described below. The scope may be amended only by written agreement signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for the services rendered. All fees are due in accordance with the schedule specified. Unless otherwise agreed in writing, amounts are non-refundable.

All invoiced amounts not paid within days of invoice date shall accrue the stated late fee and may be subject to collection costs, including reasonable attorney fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by either party to the other, whether oral, written, electronic, or in any other 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.

Receiving party shall (a) hold all Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party without the disclosing party's prior written consent, and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this Section do not apply to information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or valid governmental order, provided the receiving party gives prompt written notice and cooperates to seek protective measures or a confidential handling of such disclosure.

Breach of this confidentiality obligation will cause irreparable harm for which monetary damages may be inadequate and the disclosing party shall be entitled to seek injunctive relief, in addition to other remedies.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall be exclusively in the appropriate state or federal courts located in that state.

Independent Contractor; Insurance

Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Service Provider shall maintain at its expense all insurance policies as necessary to perform the services under this Agreement and shall provide certificates of insurance upon Client's written request.

Indemnification

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

Entire Agreement; Amendments

This Agreement, together with any Schedules or exhibits 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, negotiations and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

Any provision of this Agreement that is held to be invalid or unenforceable shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.

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