Business PJ Template

BUSINESS PJ TEMPLATE

This Business Agreement (the Agreement) is entered into as of , by and between:

Client Name:

Client Address:

Service Provider Name:

Service Provider Address:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business development, project management, and professional services related to a joint project (the Project), and Service Provider has represented that it has the expertise and resources to perform such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide services to Client and under which Client will compensate Service Provider for such services.

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

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of $ (the Fee) for the services described in the Scope of Work.

Deposit: Client shall pay an initial deposit of $ upon execution of this Agreement to secure scheduling.

Late Payment: Any undisputed amount not paid within days after the invoice due date shall accrue a late fee equal to the lesser of 1.5% per month or the maximum amount permitted by applicable law. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Effective Date: This Agreement shall commence on , (Effective Date).

Term: Unless earlier terminated in accordance with this Agreement, the term shall continue until , .

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than days prior to the intended termination date. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination for cause will not affect rights or remedies accrued prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as expressly permitted in this Agreement, and (iii) use Confidential Information solely to perform its obligations under this Agreement. Receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes public through no fault of receiving party, (b) was rightfully in receiving party's possession prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Client shall own all deliverables created specifically for Client under this Agreement upon full payment of all sums due. Service Provider retains ownership of its background intellectual property and tools developed independently of this Agreement.

License: To the extent Service Provider retains any intellectual property rights necessary for Client's use of the deliverables, Service Provider hereby grants Client a non-exclusive, worldwide, royalty-free license to use such intellectual property solely for Client's internal business purposes.

WARRANTIES AND LIMITATIONS

Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING 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 laws principles. The parties submit to the exclusive jurisdiction of courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the address set forth above or such other address as a party may designate in writing. Notices are effective upon receipt.

Assignment: Neither party may 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 merger, sale of substantially all assets, or change of control.

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