Business Scope Letter

BUSINESS SCOPE LETTER

This Business Scope Letter (the "Letter") is entered into by and between Client Name: and Service Provider Name: effective as of Effective Date: (the "Effective Date").

WHEREAS

WHEREAS, Client engages Service Provider to perform the services described in this Letter, and Service Provider has represented that it possesses the necessary qualifications, experience and ability to provide such services in a professional manner; and

WHEREAS, the parties desire to set forth the scope, schedule, compensation and other material terms that will govern the services to be performed, and to establish certain confidentiality and other protections for Client's information;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the work and deliverables described below in a professional and workmanlike manner in accordance with industry standards. The parties agree that the following description sets forth the primary scope but may be expanded only by written amendment signed by authorized representatives of both parties.

2. Payment Terms

As full compensation for the services rendered under this Letter, Client shall pay Service Provider in accordance with the terms set forth below. Unless otherwise stated, all amounts are payable in United States dollars and are exclusive of taxes for which Client shall be responsible.

If Client fails to pay any undisputed amounts within fifteen (15) days after the applicable due date, interest shall accrue on the overdue balance at the rate specified above and Service Provider may suspend performance after providing seven (7) days' prior written notice until payment is made.

3. Term and Termination

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

Either party may terminate this Letter for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination for any reason, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, together with any non-cancellable obligations.

4. Confidentiality

"Confidential Information" means business, technical, financial and other information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is marked or otherwise identified as confidential or which, by its nature, ought reasonably to be treated as confidential. Receiving Party shall (i) use Confidential Information solely for the purpose of performing under this Letter, (ii) not disclose Confidential Information to any third party except as necessary to perform the services and subject to confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that (a) becomes publicly available other than through a breach by Receiving Party; (b) is rightfully received from a third party without restriction; (c) was known to Receiving Party prior to disclosure; or (d) is independently developed without use of or reference to Disclosing Party's Confidential Information. Upon termination, Receiving Party shall return or destroy Confidential Information as requested and certify its destruction if requested.

5. Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Letter, that its performance will not violate any applicable law or agreement, and that it will perform its obligations in accordance with professional standards. Service Provider further represents that it will obtain and maintain applicable licenses, permits and insurance as required to perform the services.

6. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, the aggregate liability of each party arising out of or in connection with this Letter shall not exceed the total fees paid by Client to Service Provider under this Letter during the twelve (12) month period preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

7. Governing Law

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

8. Entire Agreement

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

9. Notices

All notices required or permitted hereunder shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate by written notice.

10. Additional Provisions

If any provision of this Letter is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that no third party is intended to be a beneficiary of this Letter except as expressly stated herein. The parties agree to cooperate in good faith to execute such further documents and take such further actions as reasonably necessary to carry out the purposes of this Letter.

Sign Now