Business PDF Form

BUSINESS AGREEMENT

This Business Agreement (the "Agreement") is entered into as of by and between Client Name: with principal place of business at ("Client"), and Contractor Name: with principal place of business at ("Contractor").

WHEREAS

WHEREAS, Client requires certain business services and deliverables as described below; and

WHEREAS, Contractor represents that it has the qualifications, experience, and capability to provide such services in a professional manner and desires to provide such services to Client under the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

SCOPE OF WORK

Contractor shall perform the services described above and provide all labor, materials, and equipment necessary to complete the services in accordance with the schedule and milestones agreed by the parties in writing. Contractor shall perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

All fees are due in accordance with the Payment Schedule. If any undisputed amount is not paid when due, Client shall pay interest on the overdue amount at the rate specified in the Late Payment Fee field above, or if no rate is specified, at the maximum rate permitted by law. Client is responsible for reasonable collection costs, including attorneys' fees, for amounts not paid when due.

TERM AND TERMINATION

Term begins on and ends on unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given in accordance with the notice period above. Either party may terminate immediately for material breach by the other party that remains uncured for fifteen (15) days after receipt of written notice specifying the breach, or immediately for insolvency, bankruptcy, or assignment for the benefit of creditors.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party 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. Each party agrees: (a) to hold Confidential Information of the other party in strict confidence; (b) not to use such Confidential Information except for performance of this Agreement; and (c) not to disclose such Confidential Information to any third party except to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any modification to this Agreement must be in writing and signed by both parties.

ADDITIONAL PROVISIONS

Neither party shall assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all its assets. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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