Business SDEC Document

Business SDEC Document

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client Name: seeks to obtain services described in this Agreement; and

WHEREAS, Service Provider Name: represents that it has the skill, personnel, and resources necessary to perform such services in accordance with industry standards; and

WHEREAS, the parties wish to set forth in writing the terms governing their relationship effective as of (Effective Date).

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties acknowledge that the description below controls the performance obligations and that any material change requires a written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider for services rendered in the amounts and according to the schedule set forth below. All amounts are payable in the currency mutually agreed by the parties.

If any undisputed amount remains unpaid after the due date, Client shall pay interest on the overdue amount at (or the maximum rate permitted by law), plus a minimum late charge of . Interest shall accrue from the due date until payment in full. Client shall also reimburse reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: , 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 by the other party that remains uncured for 30 days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, pricing, proprietary processes, trade secrets, technical data, customer lists, and other sensitive business information.

Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that is (i) publicly available through no fault of Recipient, (ii) rightfully obtained by Recipient from a third party without restriction, (iii) independently developed by Recipient without use of Confidential Information, or (iv) required to be disclosed by law or court order, provided Recipient gives prompt notice and cooperates with Discloser to seek protective measures.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law. Breach of this Section shall entitle Discloser to injunctive relief and any other remedies available at law or equity.

Independent Contractor; Insurance

Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall be solely responsible for withholding and paying any taxes, insurance, or benefits for its personnel. Service Provider shall maintain insurance coverage appropriate to the services to be performed and shall provide proof of insurance upon Client's request.

Governing Law; Dispute Resolution

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 agree to attempt in good faith to resolve disputes promptly through negotiation. If a dispute cannot be resolved by negotiation, the parties may pursue any remedies available in courts of competent jurisdiction in the selected state.

Representations; Warranties; Limitation of Liability

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that its services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED, AND NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous oral or written agreements, understandings, and communications. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided in the Parties section or to such other address as a party may designate in writing. Notices shall be effective upon receipt.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect. The parties agree that no third party beneficiary rights are created by this Agreement unless expressly stated. Headings are for convenience only and do not affect interpretation.

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