Business QG Template

Business QG Template

Recitals

WHEREAS, Party A: , located at , possesses business capabilities and resources relevant to the scope of services described herein;

WHEREAS, Party B: , located at , desires to engage Party A to perform the services set forth in this Agreement; and

WHEREAS, the parties agree to the terms and conditions set forth below effective as of Effective Date: .

Parties

Scope of Work

Party A shall provide the services, deliverables, and performance standards described below. The description constitutes the primary scope of services to be performed under this Agreement.

Payment Terms

Compensation: Party B shall pay Party A a total fee of $ for the services set forth herein, subject to the schedule and conditions below.

Milestone payments per defined deliverables

Monthly installments: Net days from invoice

Lump sum upon completion and acceptance

If any undisputed amount is not paid within days after the applicable due date, Party B shall incur a late fee equal to % of the overdue balance per month, or the maximum permitted by law, whichever is less. In addition, Party A may suspend performance until amounts due are paid.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective date of termination.

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 days after receipt of written notice describing the breach.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial, and other proprietary information disclosed by one party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each receiving party shall (a) maintain Confidential Information in strict confidence, (b) not use Confidential Information for any purpose other than performance under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations of this Section shall survive termination for a period of three (3) years, except with respect to trade secrets, for which the obligation shall continue as long as such information qualifies as a trade secret under applicable law.

Representations and Warranties

Each party represents that it has the full corporate power and authority to enter into and perform its obligations under this Agreement and that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, punitive, special, or incidental damages, and each party's aggregate liability shall not exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

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 laws principles.

Entire Agreement

This Agreement, including 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 negotiations, representations, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by certified mail to the addresses set forth in this Agreement or such other address as either party may specify in writing.

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

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