Business Specifications Template

BUSINESS SPECIFICATIONS TEMPLATE

THIS BUSINESS SPECIFICATIONS TEMPLATE (the Agreement) is entered into as of the Effective Date set forth below between:

Client Name:   Client Address:

Service Provider Name:   Provider Address:

WHEREAS

WHEREAS, Client requires the performance of certain business analysis, technical specifications and deliverables described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to prepare the specifications, designs, and documentation set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, schedule, payment terms, confidentiality obligations and other material terms applicable to the Services.

1. SCOPE OF WORK

1.1 Description: Service Provider shall prepare, deliver and, as directed by Client, revise the business specifications, functional requirements, technical design documents and related materials (collectively, the Deliverables) described below.

2. PAYMENT TERMS

2.1 Contract Price: Client shall pay Provider the total contract price of $ unless otherwise adjusted in writing.

2.2 Invoicing: Provider shall submit written invoices to Client in accordance with the schedule above. Unless otherwise agreed, Client shall pay undisputed invoices within days of receipt.

2.3 Late Payment: Overdue amounts shall accrue interest at the lesser of (a) an annual rate of or (b) the maximum rate permitted by applicable law. Client shall also be liable for Provider's reasonable collection costs.

Wire transfer    Check    Corporate card / ACH

3. TERM AND TERMINATION

3.1 Term: This Agreement shall commence on the Start Date and continue until the Completion Date, unless earlier terminated in accordance with this Section.

Start Date:    Completion Date:

3.2 Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than days in advance. Upon termination for convenience, Provider shall deliver all finished and partially finished Deliverables and shall be paid for work performed to the effective date of termination.

3.3 Termination for Cause: Either party may terminate immediately upon material breach by the other party if the breaching party fails to cure such breach within days after written notice specifying the breach. Termination for cause does not waive any other remedies available at law or equity.

4. CONFIDENTIALITY

4.1 Definition: "Confidential Information" means any non-public business, technical or financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether in writing, orally, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential.

4.2 Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to Confidential Information to those employees, contractors and advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to any third party without prior written consent of Disclosing Party, except as required by law.

4.3 Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

5. REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

5.1 Mutual Representations: Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

5.2 Provider Warranty: Provider warrants that the Deliverables will materially conform to the specifications set forth in the Scope of Work for a period of thirty (30) days following acceptance. Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be re-performance of the nonconforming Deliverable or refund of amounts paid for such nonconforming Deliverable, at Provider's option.

5.3 Limitation of Liability: Except for each party's indemnification obligations and willful misconduct, neither party's aggregate liability for any claim arising under or related to this Agreement shall exceed the total amount paid or payable by Client to Provider under this Agreement in the twelve (12) month period preceding the event giving rise to the claim.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments, exhibits and approved change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

8. MISCELLANEOUS

8.1 Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

8.2 Independent Contractor: Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, agency or partnership relationship.

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