Business Special Conditions Form

Business Special Conditions Form

Parties and Contact Information

Corporation LLC Partnership Sole Proprietor

WHEREAS (Recitals)

WHEREAS, Service Provider represents that it has the capability, personnel and resources to perform the services and deliverables described herein in a professional manner under generally accepted industry standards; and

WHEREAS, Client desires to engage Service Provider to perform special conditions, modifications, or project-specific requirements as set forth in this Business Special Conditions Form and any incorporated exhibits; and

WHEREAS, the parties intend that these Special Conditions supplement and, where inconsistent, control over any previously executed master services agreement between the parties as of the Effective Date: Effective Date:

Scope of Work

The parties agree that Service Provider shall perform the following tasks, deliverables and milestones in accordance with the terms and conditions contained herein. The description below constitutes the operative Scope of Work for this Special Conditions Form:

Payment Terms

Total Contract Amount: $ payable in accordance with the schedule below.

Invoicing: Service Provider shall submit invoices to Client in accordance with the schedule above. Unless otherwise agreed in writing, Client shall make payment within days of invoice receipt.

Late Payment Fee: Past due amounts shall accrue interest at per month (or the maximum rate permitted by law), plus recovery of reasonable collection costs.

Check ACH / Bank Transfer Credit Card

Term and Termination

Term Commencement Date: . Termination Date (if any): .

Either party may terminate for convenience upon written notice to the other party of at least days. Termination for cause (material breach) shall be effective if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates in any protective measures.

Obligations: The receiving party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Form; and (c) not disclose Confidential Information to third parties except to its employees, affiliates or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

Duration: The confidentiality obligations shall survive termination of this Form for a period of unless a longer statutory period applies.

Mutual Confidentiality: Mutual    One-Way (Provider receives): Yes    One-Way (Client receives): Yes

Warranties, Indemnification, and Insurance

Limited Warranty: Service Provider warrants that the services will be performed in a competent and professional manner consistent with prevailing industry standards. Except as expressly stated herein, Service Provider disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnitee’s gross negligence, willful misconduct, or material breach of this Form; provided, however, that the indemnifying party shall have no liability to the extent the claim arises from the indemnitee’s negligence or breach.

Insurance: Where applicable, Service Provider shall maintain insurance coverage appropriate to the services provided, including commercial general liability, professional liability/errors & omissions, and workers’ compensation as required by law. Certificates may be required by Client upon request.

Governing Law and Dispute Resolution

This Special Conditions Form shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by the courts of competent jurisdiction in that State.

Entire Agreement

This Business Special Conditions Form, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Additional Special Conditions / Attachments

Attachments included with this Form:
Exhibit A — Detailed Scope of Work
Exhibit B — Pricing and Milestones
Certificate(s) of Insurance

Representations and Authority

Each individual signing this Form represents and warrants that they are duly authorized to execute this Form on behalf of the party for which they sign, and that the party is bound by the terms hereof.

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