Business Pros Template

Business Pros Template

Recitals

WHEREAS, Client Name: desires to retain certain business services described herein; and

WHEREAS, Service Provider Name: has the expertise and capacity to provide such services under the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

Parties and Notices

Scope of Work

The Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties acknowledge that additional details, deliverables and milestones are set out in this Scope of Work.

Payment Terms

Total Fee: $ payable as set forth below.

Deposit: $ due upon execution of this Agreement. Balance to be paid according to the schedule:

Invoices are due within days of receipt. Past due amounts shall accrue interest at the rate of (or the maximum permitted by law), plus any collection costs incurred by the non-paying party.

Term and Termination

Term: This Agreement commences on and continues until , unless earlier terminated as provided below.

Termination: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within days after written notice of breach.

Upon termination, the Client shall pay the Service Provider for all work performed and expenses incurred through the effective date of termination, subject to any setoffs for material breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party relating to business plans, financial data, technical information, customer lists, pricing, and other proprietary information, whether disclosed orally, in writing or by inspection.

Obligations: Each party shall (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the extent required.

Liability and Indemnification

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

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall exceed the total fees actually paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

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 shall first attempt to resolve disputes in good faith through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the agreed upon forum unless otherwise prohibited by applicable law.

Entire Agreement; Amendments

This Agreement, including any Schedules or attachments expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of Parties: The Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

All notices 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 in writing. Notices shall be deemed given upon personal delivery, courier delivery, or three (3) days after deposit in certified mail.

Sign Now