Business Specs Template

BUSINESS SPECS TEMPLATE

This Business Specifications Agreement ("Agreement") is entered into as of , by and between the parties identified below.

Recitals

WHEREAS, Client desires to engage Service Provider to perform the services and deliverables described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform such services in accordance with the specifications, timelines, and payment terms set forth herein; and

WHEREAS, the parties intend through this Agreement to set forth the scope, specifications, payment, confidentiality, and other terms governing the provision of services and deliverables.

Scope of Work

Service Provider shall perform the following services and produce the following deliverables in accordance with the specifications and acceptance criteria set forth below. Descriptions should be sufficiently detailed to allow objective acceptance testing.

Payment Terms

In consideration for the services and deliverables provided by Service Provider, Client shall pay the amounts and follow the schedule set forth below. All payments shall be made in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider in accordance with the schedule above and shall be due and payable within days of receipt by Client.

Late payments shall accrue a late fee of on the outstanding amount, together with any collection costs and reasonable attorneys' fees incurred by the non-paying party to collect amounts due.

Client may withhold payment only to the extent and for so long as Service Provider is in material breach of its obligations and fails to cure such breach within a reasonable cure period after written notice.

Term and Termination

This Agreement shall commence on the Start Date and shall continue until the End Date or until earlier terminated in accordance with this section.

Start Date:

End Date (if any):

Either party may terminate this Agreement for convenience upon prior written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other party, whether oral, written, graphic, electronic or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each recipient shall (i) protect the discloser's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not use the Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to the extent necessary to perform this Agreement and subject to confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property & Deliverables

Unless otherwise agreed in writing, Service Provider grants to Client a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify and create derivative works of the deliverables delivered under this Agreement solely for Client's business purposes. Service Provider warrants that deliverables will not infringe third-party intellectual property rights and will, to the extent created specifically for Client, be original works made for hire or will be assigned to Client as described in a separate assignment provision set forth below.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

Miscellaneous

Entire Agreement: This Agreement, including its recitals and any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification shall be binding unless executed in writing by both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.

Notices: Notices required or permitted by this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other.

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