Business RCQ Document

Business RCQ Document

Client Name:     Provider Name:

Recitals

WHEREAS, Client Name () requires certain services, deliverables and commercial terms as further described in this Business RCQ Document; and

WHEREAS, Provider Name () represents that it has the experience, personnel and capacity to provide such services on the terms set forth herein; and

WHEREAS, the parties desire to document the scope, pricing and terms under which Provider will perform the work and Client will accept and pay for the same.

Scope of Work

Provider shall perform the services and deliver the work products described below. Deliverables, milestones, acceptance criteria and any specific performance standards must be set forth in the space provided. Any change in scope must be approved in writing by authorized representatives of both parties and may be subject to price adjustment.

Payment Terms

The parties agree that compensation for the Scope of Work shall be as follows. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

All invoices are due according to the schedule above. Client may withhold payment for nonconforming work only if Client provides written notice to Provider specifying the nature of nonconformity and a reasonable opportunity to cure.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Confidentiality

Each party (the "Receiving Party") shall keep confidential and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required for performance under this Agreement. Confidential Information means non‑public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available without breach; (b) was rightfully known to Receiving Party before disclosure; (c) is independently developed without use of Disclosing Party's information; or (d) is rightfully received from a third party without restriction.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles. The parties shall attempt to resolve disputes in good faith by negotiation; if unresolved, disputes shall be resolved by binding arbitration or litigation as selected below.

Representations; Indemnity

Each party represents that it has full power and authority to enter into this Agreement. Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Each party shall indemnify, defend and hold the other harmless from third‑party claims arising from its breach of this Agreement or gross negligence.

Entire Agreement

This Agreement, together with any attachments or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter, superseding all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement must be in writing and delivered to the addresses set forth above. If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency relationship unless specifically stated in writing.

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