Business Packet

BUSINESS PACKET

Parties

Client Name:   Business Address:

Service Provider Name:   Business Address:

Recitals

WHEREAS, Client requires certain professional services described in this Business Packet and desires to engage Service Provider to perform such services under the terms set forth herein; and

WHEREAS, Service Provider has represented that it possesses the requisite expertise, personnel, and resources to perform the services and agrees to provide such services in accordance with this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards and shall devote sufficient personnel and resources to meet the agreed schedule.

Payment Terms

Late payments shall incur a late fee of on any overdue amount, calculated from the date payment was due until paid. Client agrees to reimburse Service Provider for reasonable collection costs, including attorneys' fees, for overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within 15 days after written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") disclosed in connection with this Agreement. "Confidential Information" means nonpublic information that is designated as confidential or that ought reasonably to be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall use Confidential Information solely for performance under this Agreement and shall protect it with at least the same degree of care used to protect its own confidential information, but not less than reasonable care. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party; (b) is lawfully received from a third party without restriction; or (c) is independently developed without reference to the Disclosing Party's Confidential Information.

Representations, Warranties and Indemnification

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. Client and Service Provider agree to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amounts actually paid by Client to Service Provider under this Agreement during the six 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 the state of without regard to its conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state for any disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including all attachments and orders referenced herein, 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 written or oral. No modification of this Agreement will be effective unless in writing and executed by authorized representatives of both parties.

Notices

Miscellaneous

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, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Sign Now