Business Packet Documents

BUSINESS PACKET DOCUMENTS

This Business Packet Agreement (Agreement) is entered into as of by and between Company Name: and Service Provider Name: .

RECITALS

WHEREAS, Company Name provides business operations, products, or services and requires certain professional services and deliverables to support its business activities; and

WHEREAS, Service Provider Name represents that it has the experience, personnel, and resources necessary to perform the work described in this Agreement and is willing to perform such work under the terms set forth below; and

WHEREAS, the parties desire to set forth the terms and conditions for the performance of services, payment, confidentiality, and other related matters in a single integrated Business Packet Agreement.

SCOPE OF WORK

PAYMENT TERMS

Company shall pay Service Provider for the performance of the Scope of Work in accordance with the amounts and schedule set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing. Invoices submitted by Service Provider shall identify the applicable deliverable or milestone and shall be due and payable within the stated payment period.

Overdue amounts shall accrue interest at the rate specified above, compounded monthly, or the maximum rate permitted by law, whichever is lower. In addition to interest, Company shall be responsible for reasonable collection costs, including attorneys' fees and court costs, incurred by Service Provider in collecting past-due amounts. Service Provider may suspend performance if invoices remain unpaid beyond the invoice due period plus ten (10) days, after giving written notice of intent to suspend.

TERM AND TERMINATION

This Agreement shall commence on the Start Date below and, unless earlier terminated in accordance with this section, shall continue until the End Date below or until completion of the Scope of Work, whichever occurs later.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach (unless a different cure period is expressly set forth herein). Termination shall not relieve Company of the obligation to pay for services performed and expenses properly incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether marked confidential or not, including business plans, financial data, customer lists, trade secrets, technical specifications, and other proprietary information. The Receiving Party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted by this Agreement; (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (i) is or becomes publicly available without breach by the Receiving Party; (ii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt written notice to the Disclosing Party to permit the Disclosing Party to seek a protective order or other appropriate remedy.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state indicated above, without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If the parties are unable to resolve a dispute by negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity in courts of competent jurisdiction in the chosen governing state.

MISCELLANEOUS PROVISIONS

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Company. Service Provider shall be solely responsible for payment of all taxes and benefits applicable to its personnel.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a sale of substantially all of its assets.

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 consequential, incidental, special, or punitive damages, and the aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the total amount actually paid by Company to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments, and executed statements of work incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically or by facsimile shall have the same force and effect as original signatures.

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