Business RTC Template

BUSINESS RTC TEMPLATE

Parties

Effective Date:

Recitals

WHEREAS, Client Name: seeks to retain certain services related to business RTC activities as described in this Agreement;

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and capacity to perform the services described below;

WHEREAS, the parties desire to set forth the terms and conditions under which such services will be performed and compensation will be paid.

Scope of Work

Deliverables, milestones, and acceptance criteria must be specified in writing and attached as an addendum to this Agreement or recorded in the Service Provider's project schedule. Any material changes to scope will require a written change order signed by both parties.

Payment Terms

Invoices are due and payable within days of invoice. Payments shall be made in United States dollars by wire transfer, check, or other method agreed in writing.

Late payments shall incur the stated late fee and interest to the maximum extent permitted by law. The parties agree that the late fee is a reasonable estimate of the damages caused by delayed payment.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice of such breach.

Upon termination, Service Provider shall deliver all work in progress and invoices for services rendered through the termination date, and Client shall pay all undisputed amounts due within the agreed payment period.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was known to the Receiving Party prior to disclosure as evidenced by written records, (iii) is received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a legitimate need to know and are bound by confidentiality obligations no less protective than those in this Agreement. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. The parties acknowledge that a breach of this Section would cause irreparable harm for which monetary damages may be an inadequate remedy; accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement and Miscellaneous

This Agreement, together with any exhibits or addenda signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below (or to such other address that a party may specify in writing):

Signatures

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