Business Request for Form

Business Request for Form

This Business Request for Form (the Agreement) is made effective as of , by and between Requesting Business Name: and Form Provider Name: .

WHEREAS

WHEREAS, Requesting Business desires that Provider design, prepare and deliver a custom business form and any associated materials (the Deliverables) in accordance with the specifications set forth in this Agreement; and

WHEREAS, Provider represents that it has the necessary experience, personnel and capability to prepare the Deliverables and to provide the services described in this Agreement on the terms contained herein; and

WHEREAS, the parties desire to set forth their respective responsibilities, compensation and other terms relating to the preparation, delivery and acceptance of the Deliverables.

Scope of Work

Delivery and Acceptance

Provider shall deliver the initial draft of the Deliverables no later than . Requesting Business shall review and provide written acceptance or written itemized objections within days of receipt. If Requesting Business fails to provide timely objections, the Deliverables shall be deemed accepted.

Payment Terms

Select applicable schedule (check all that apply):

One-time payment due within days of invoice.

Milestone payments as follows:

Late payments shall incur interest at per month (or the maximum permitted by law), plus reasonable collection costs.

Term and Termination

This Agreement shall commence on and continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure within 15 days of written notice specifying the breach.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other relating to business practices, form content, pricing, or any proprietary materials. The Receiving Party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not disclose Confidential Information to any third party except as necessary to perform under this Agreement and subject to confidentiality obligations no less protective than those herein; and (iii) use Confidential Information solely for the purpose of performing obligations under this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available through no breach by the Receiving Party; (b) is rightfully received from a third party without confidentiality obligations; or (c) is independently developed without use of the Disclosing Party's Confidential Information.

Representations and Warranties

Each party represents that it has full power and authority to enter into this Agreement. Provider warrants that the Deliverables will materially conform to the specifications set forth in this Agreement and will not knowingly infringe third-party intellectual property rights. Requesting Business shall provide timely information and approvals necessary for Provider to perform. The foregoing warranty is exclusive and is made in lieu of all other warranties, express or implied, except that nothing in this clause limits Provider's liability for willful misconduct or gross negligence.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special, punitive or consequential damages. Provider's aggregate liability for any claim arising under this Agreement shall not exceed the total fees actually paid by Requesting Business to Provider under this Agreement.

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. Any dispute arising out of or relating to this Agreement shall be resolved in a court of competent jurisdiction in that state, unless the parties agree in writing to arbitration.

Entire Agreement

This Agreement (including all schedules and attachments) constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

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