Business Specs Agreement

BUSINESS SPECS AGREEMENT

This Business Specs Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Client Name:    Client Address:

Contractor Name:    Contractor Address:

RECITALS

WHEREAS, Client requires preparation of business specifications, requirements documentation, and related deliverables for the project described below (the Project), and has engaged Contractor to prepare those specifications on the terms set forth in this Agreement; and

WHEREAS, Contractor represents that it possesses the expertise, personnel, and resources necessary to perform the scope described herein and agrees to perform such services in a professional and timely manner in accordance with industry standards.

WHEREAS, the parties intend for the deliverables to define functional and non-functional requirements, acceptance criteria, and implementation-ready specifications for the Project described as:

1. SCOPE OF WORK

Contractor shall perform the services and provide the deliverables described below. Contractor shall use commercially reasonable efforts to meet agreed milestones and deliverables and shall assign qualified personnel to perform the work.

2. PAYMENT TERMS

Client shall pay Contractor the fees set forth below in consideration of the services and deliverables. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices not paid within days of the invoice due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus all collection costs and reasonable attorney's fees incurred by Contractor.

3. TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Section, will continue until .

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 if the breach remains uncured for fifteen (15) days following written notice specifying the breach, or immediately for insolvency or bankruptcy of the other party.

Upon termination, Client will pay Contractor for all services performed and expenses reasonably incurred through the effective date of termination and for any non-cancellable commitments made by Contractor in connection with performance.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, whether disclosed orally, visually or in writing. Confidential Information does not include information that (a) is or becomes public other than by a breach of this Agreement; (b) is known to the Receiving Party prior to disclosure; or (c) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party will (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to employees or contractors who need to know and who are bound by confidentiality obligations no less protective than those contained herein, and (iii) use Confidential Information solely to perform its obligations under this Agreement. These obligations will continue for years following termination or expiration of this Agreement.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor shall retain ownership of Contractor's pre-existing intellectual property and methodologies. Contractor hereby grants Client a non-exclusive, perpetual, worldwide license to use any deliverables for Client's internal business purposes, subject to Client's payment in full. If the parties agree that a deliverable should be assigned, such assignment must be evidenced in a separate written statement signed by both parties.

6. REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full right, power, and authority to enter into this Agreement. Contractor warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

8. MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or statements of work executed hereunder, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements and understandings. Any amendment must be in writing signed by both parties.

Assignment: 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 or sale of substantially all assets.

Notices: Notices must be given in writing and delivered to the addresses set forth above, by certified mail, overnight courier, or by hand; notices will be effective upon receipt.

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