Business Project Template

Business Project Agreement

This Business Project Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (Client) and Contractor Name: (Contractor). The Client and Contractor are individually a Party and collectively the Parties.

RECITALS

WHEREAS, Client desires to retain Contractor to perform the services and deliver the deliverables described herein for the project titled Project Name: ; and

WHEREAS, Contractor represents that it has the qualifications, experience and resources to perform the services in accordance with the terms of this Agreement.

SCOPE OF WORK

Contractor shall perform the services and provide the deliverables set forth below. The Scope of Work shall include all labor, materials, equipment and supervision necessary for completion.

PAYMENT TERMS

As full compensation for the services and deliverables, Client shall pay Contractor the fees set forth below in accordance with the agreed schedule. All amounts are exclusive of taxes unless otherwise stated.

Contractor shall submit invoices in writing. Payment is due within days of receipt of an undisputed invoice. Disputes to any portion of an invoice must be submitted in writing within ten (10) days of receipt.

Any past-due amount shall accrue interest at the rate of per month (or the maximum rate permitted by law, if lower). In addition, Client shall reimburse Contractor for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon providing written notice not less than prior to the effective termination date. Either Party may terminate for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

Upon termination, Contractor shall deliver all completed work and invoice for pro rata services performed to the termination date. Client shall pay for undisputed amounts within the payment timing specified above.

CONFIDENTIALITY

"Confidential Information" means any nonpublic information disclosed by one Party to the other that is designated confidential or that reasonably should be understood to be confidential. Each Party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care, (ii) use Confidential Information only to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except as permitted by this Agreement.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of . Notwithstanding the foregoing, neither Party shall be prohibited from disclosing Confidential Information to the extent required by applicable law, provided the disclosing Party gives the other reasonable prior notice where permitted.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title and interest in the final deliverables created specifically for Client under this Agreement, subject to Client's payment in full. Contractor retains ownership of its pre-existing materials, general skills, tools, and methodologies. Contractor grants Client a perpetual, non-exclusive license to use any Contractor pre-existing material incorporated in the deliverables to the extent necessary for Client's use of the deliverables.

WARRANTIES; LIMITATION OF LIABILITY

Contractor warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement must be in writing and sent to the contact information provided below. Notice is deemed given upon personal delivery, two (2) business days after deposit with a nationally recognized overnight carrier, or three (3) business days after mailing by certified mail, return receipt requested.

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