Business Project Documents

Business Project Documents

This Business Project Agreement (the "Agreement") is entered into as of Effective Date: between Client Name: and Contractor Name: . The parties agree as follows.

RECITALS

WHEREAS, Client desires to retain Contractor to perform certain services and deliverables in connection with the Project identified above, and Contractor represents that it has the necessary skill, personnel and resources to perform such services in a professional manner consistent with industry standards.

WHEREAS, Contractor will perform work pursuant to the scope and schedule set forth in this Agreement and in accordance with the terms, conditions and compensation provisions contained herein.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of the Project.

SCOPE OF WORK

Contractor shall perform the work and deliver the deliverables described below. All work shall be performed in a professional and workmanlike manner consistent with applicable industry standards.

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in consideration for Contractor's performance. Unless otherwise stated in a written change order signed by both parties, fees are fixed as provided in this Agreement.

Invoices shall be submitted to Client at Client Address above and are payable Net days from date of invoice. Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower), calculated monthly on the outstanding balance.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice of breach. Termination shall not relieve Client of the obligation to pay for work performed and accepted prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall (a) use Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without breach of any obligation of confidentiality. Upon written request or upon termination of this Agreement, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

Confidentiality obligations shall be mutual (both parties are subject to obligations).

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any action arising out of or related to this Agreement.

MISCELLANEOUS

Independent Contractor. Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, joint venture or partnership relationship between the parties. Contractor shall be solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort, including those of its employees and subcontractors.

Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets without such consent.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

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 written notice. Notices shall be deemed given when delivered personally, sent by confirmed courier, or three days after deposit in the mail, postage prepaid.

Sign Now