Business PL CL Template

Business PL CL Template

This Business Agreement (the "Agreement") is made effective as of by and between:

Recitals

WHEREAS, Client is engaged in the business of conducting operations and requires certain services and deliverables related to Client's products, processes, or commercial initiatives; and

WHEREAS, Provider represents that it has the capability, expertise, and resources to perform the services described in this Agreement and is willing to provide such services to Client under the terms and conditions set forth herein; and

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

Scope of Work

Provider shall perform the services and deliverables described below in accordance with the timelines and specifications set forth in this Agreement. Provider will exercise commercially reasonable skill, care, and diligence in performing the services.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services rendered. Unless otherwise agreed in writing, all fees are exclusive of applicable taxes, which will be paid by Client.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Client will be responsible for reasonable collection costs, including attorneys' fees, for amounts overdue.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

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 thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means any nonpublic information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to those of its employees, advisors, or contractors who need to know and are bound by obligations at least as protective as those in this section. The receiving party shall exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without breach of confidentiality obligations; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Compelled Disclosure: If a receiving party is compelled by law to disclose Confidential Information, it shall notify the disclosing party promptly (to the extent permitted) and cooperate in seeking a protective order or other appropriate remedy. Only the specific portion required to be disclosed shall be provided.

Intellectual Property; Work Product

Unless otherwise agreed in a written statement of work, Provider grants to Client a worldwide, royalty-free, non-exclusive license to use any deliverables and work product delivered to Client under this Agreement solely for Client's internal business purposes. Provider retains all right, title and interest in its pre-existing materials, methodologies, tools, and know-how. Any third-party materials included in deliverables shall be subject to their respective licenses.

Representations; Warranties; Indemnity

Each party represents that it has the full right and authority to enter into this Agreement. Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnity: Each party shall indemnify and hold harmless the other from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party's compliance with reasonable notice and cooperation requirements.

Limitation of Liability

Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Each party's aggregate liability shall not exceed the total amount paid or payable by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall first attempt in good faith to resolve any dispute through negotiation. If the dispute cannot be resolved within sixty (60) days, either party may seek relief in the state or federal courts located in the agreed jurisdiction.

Entire Agreement; Amendment

This Agreement, including any statements of work and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other. Notices are effective upon personal delivery, confirmed electronic delivery, or three business days after deposit with a nationally recognized overnight courier.

Additional Provisions

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