Business OV Template

Business OV Template

Parties

Recitals

WHEREAS, Company A: is engaged in the business of providing commercial goods and services and possesses the necessary expertise to perform the services described herein;

WHEREAS, Company B: desires to retain Company A to perform certain services and deliverables under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Company A shall perform the services and deliver the work product as set forth below. Deliverables shall conform to the specifications and timelines agreed in writing by the parties.

Payment Terms

As consideration for the services and deliverables provided under this Agreement, Company B shall pay Company A in accordance with the schedule and amounts below. All payments are exclusive of taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. In addition, Company A may suspend performance if amounts are not paid within days of written notice.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the completion of the Scope of Work unless earlier terminated as set forth below.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. Either party may terminate for convenience upon days' prior written notice. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" includes nonpublic business, technical, financial, and strategic information disclosed in any form. The Receiving Party shall (i) use Confidential Information only for the performance of this Agreement, (ii) protect such information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

The obligations set forth in this section shall not apply to information that (a) is or becomes generally available to the public without breach of this Agreement, (b) was in the Receiving Party's possession prior to disclosure without confidentiality obligation, (c) is rightfully obtained from a third party without breach of any obligation, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If required by law to disclose Confidential Information, the Receiving Party shall provide prompt written notice and cooperate with the Disclosing Party to seek protective measures.

Warranties and Liability

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Company A warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND COMPANY A DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY COMPANY B TO COMPANY A UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes.

Entire Agreement; Amendments

This Agreement, including all attachments and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification or amendment to this Agreement 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 shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the address set forth above or to such other address as either party may designate by notice to the other.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall have the same force and effect as original signatures.

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