Business Special Project Document

BUSINESS SPECIAL PROJECT DOCUMENT

This Business Special Project Document (the Agreement) is entered into as of by and between Client Name: with its principal place of business at and Service Provider Name: .

WHEREAS

WHEREAS, Client requires specialized services and deliverables for a defined business project described below; and

WHEREAS, Service Provider possesses the necessary expertise, personnel, and facilities to perform the services and deliver the required work product on the terms and conditions set forth in this Agreement; and

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

1. PROJECT IDENTIFICATION

2. SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described in this Section. Deliverables shall be produced in accordance with the specifications, milestone schedule, and acceptance criteria set forth below.

Due Date:   Amount:

Due Date:   Amount:

3. PAYMENT TERMS

Client shall pay Service Provider the total fee and on the schedule set forth below in consideration for the performance of services and delivery of deliverables. Unless otherwise stated, all amounts are in U.S. dollars.

Late Payment Fee: If any undisputed invoice is not paid within days after the invoice date, Client shall pay interest at per month (or the maximum lawful rate, if less), together with all reasonable collection costs.

4. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' written notice to the other party. Either party may terminate for material breach upon written notice if the breach remains uncured for 30 days after receipt of notice specifying the breach. Upon termination, Service Provider shall deliver all completed work and invoices for work performed through the effective date of termination, and Client shall pay for such work in accordance with the Payment Terms.

5. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes but is not limited to business plans, financial information, pricing, customer lists, technical data, designs, and project materials.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

The obligations in this Section do not apply to information that: (i) is or becomes publicly available without breach; (ii) was lawfully known prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is rightfully obtained from a third party without restriction. If Receiving Party is compelled to disclose Confidential Information by law, it shall give prompt written notice to Disclosing Party (to the extent permitted) and cooperate to obtain a protective order or other remedy.

6. INTELLECTUAL PROPERTY & ACCEPTANCE

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, worldwide, perpetual license to use work product delivered under this Agreement solely for Client's internal business purposes upon payment in full. Service Provider retains ownership of pre-existing materials, general skills, know-how and tools. Client shall have a reasonable acceptance period following delivery of each deliverable during which it may test and approve or reasonably reject deliverables based on the agreed acceptance criteria set out in the Scope of Work.

7. REPRESENTATIONS, WARRANTIES & INDEMNITY

Each party represents that it has the full right and authority to enter into this Agreement. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. Except for the express warranty set forth herein, services are provided "AS IS" without other warranty. Service Provider agrees to indemnify and hold Client harmless from third-party claims arising from Service Provider's breach of representations or infringement of third-party intellectual property rights, subject to Client's timely notice and cooperation.

8. LIMITATION OF LIABILITY

Except for liability resulting from willful misconduct, gross negligence, a party's indemnification obligations, or a party's breach of confidentiality or infringement obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

9. 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 law principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within 30 days, either party may pursue any available legal or equitable remedies in the state or federal courts located in the agreed jurisdiction.

10. ENTIRE AGREEMENT; AMENDMENT

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

11. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a merger, sale of substantially all assets, or change of control. Notices shall be in writing addressed to the primary contact information specified above.

Sign Now