Business Section Template

Business Section Template

Parties

Client Name:   Client Address:

Service Provider Name:   Service Provider Address:

Recitals

WHEREAS, Client desires to obtain certain business services and professional assistance described herein; and

WHEREAS, Service Provider represents that it has the qualifications, experience and personnel necessary to perform those services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth in writing their respective rights and obligations with respect to the services to be performed and the consideration to be paid.

Scope of Work

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any changes to the scope must be agreed in writing by authorized representatives of both parties and, where applicable, documented as a change order describing the additional services, any change to the schedule, and any adjustment to compensation.

Payment Terms

Total Contract Amount: $

Payment Schedule:

Invoices shall be delivered to the Client in writing and are due within days of receipt unless otherwise agreed. Late payments shall accrue interest at a rate of or the maximum rate permitted by law, and Client shall also reimburse reasonable collection costs, including attorney fees.

All payments are exclusive of taxes. If applicable law requires Client to withhold taxes, Client will provide documentation of withholding and shall remit the withheld amount to the appropriate authority; parties shall cooperate to minimize tax withholdings where lawful.

Term and Termination

Commencement Date:    Scheduled End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after written notice specifying the breach.

Upon termination, Service Provider shall cease work and deliver to Client all work product completed as of the effective date of termination. Client shall pay Service Provider for all undisputed fees and reimbursable expenses incurred prior to termination and for any non-cancellable commitments made in good faith.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party to the other, whether disclosed orally, visually, in writing, or by electronic means, including business plans, financial data, customer lists, trade secrets, and technical information. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence, shall not disclose it to any third party except to employees, agents or subcontractors on a need-to-know basis who are bound to confidentiality obligations no less restrictive than those herein, and shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. If disclosure is required by law or regulation, the receiving party shall give the disclosing party prompt written notice and cooperate to seek a protective order or other remedy where feasible.

The obligations under this Confidentiality section shall survive termination 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.

Intellectual Property

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in deliverables specifically created for Client under this Agreement (excluding Service Provider's pre-existing tools, methodologies and know-how). Service Provider grants Client a perpetual, non-exclusive, royalty-free license to use any pre-existing materials incorporated in the deliverables to the extent necessary for Client's use of the deliverables. Each party represents that its performance will not infringe any third-party intellectual property rights.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its representations and warranties. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property indemnity obligations, neither party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules. The parties shall first attempt in good faith to resolve disputes through negotiation between senior representatives. If unresolved within 30 days, disputes shall be submitted to mediation, and if still unresolved, may be pursued in the state or federal courts located in the county of the governing law state.

Entire Agreement; Amendments

This Agreement, including any exhibits or written change orders signed by both parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes all obligations. The parties are independent contractors and nothing in this Agreement creates an employment, agency, joint venture or partnership relationship.

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