Business PL Document

Business PL Document

This Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between

Client Name:     Address:

Service Provider Name:     Address:

Recitals

WHEREAS, Client desires to obtain certain business services from Service Provider as set forth in this Agreement and Provider represents that it has the professional capability and capacity to provide such services in accordance with the terms hereof;

WHEREAS, the parties wish to define their respective rights and obligations with respect to the services, payment, confidentiality and term of the engagement; and

WHEREAS, Provider will perform the services described below in accordance with applicable standards of skill and care and in compliance with all material laws and regulations applicable to the work contemplated by this Agreement.

Scope of Work

Deliverables and Acceptance Criteria:

Payment Terms

Late Fee: If any payment due hereunder is not received by Provider within days of its due date, Client shall pay a late charge equal to the greater of (i) per month on the unpaid balance or (ii) a flat fee of .

Term and Termination

Commencement Date:     Termination Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") acknowledges that during the course of performance it may receive confidential and proprietary information of the other party (the "Disclosing Party"). The Receiving Party shall: (a) hold such Confidential Information in strict confidence, (b) not use Confidential Information except as necessary to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that the Receiving Party can demonstrate by competent evidence: (i) is or becomes publicly available through no breach of this Agreement, (ii) was already lawfully known to the Receiving Party prior to disclosure, or (iii) is rightfully received from a third party without restriction.

The obligations in this section shall survive termination of this Agreement for a period of years.

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 dispute arising out of or relating to this Agreement.

Representations; Indemnification

Each party represents that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Provider shall indemnify and hold harmless Client from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement, except to the extent such claims arise from Client's negligence or willful misconduct.

Entire Agreement; Amendments

This Agreement, including any schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Sign Now