Business Speed Template

Business Speed Template

This Business Speed Template (the "Agreement") is entered into effective as of by and between Client Name: and Service Provider Name: . The parties agree as follows:

Recitals

WHEREAS, Client conducts business in the field of and desires expedited business services to accelerate specified deliverables;

WHEREAS, Service Provider represents that it has the experience, personnel, and systems necessary to deliver prioritized services on an accelerated timeline under this Agreement;

WHEREAS, the parties wish to set forth the terms under which Service Provider will perform prioritized services for Client with enhanced turnaround and defined service levels.

Scope of Work

Service Provider shall perform the services described below in accordance with the performance standards and delivery timelines set forth in this Agreement. Specific deliverables, acceptance criteria, and timelines shall be documented in the Scope of Work section below.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of prioritized services. Fees are exclusive of applicable taxes unless otherwise stated.

Total Fee: $. Deposit: $ payable upon execution.

Term and Termination

Term: This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for uncured material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information that is (a) already known to Receiving Party at time of disclosure as evidenced by written records; (b) becomes publicly available other than through breach of this Agreement; (c) rightfully received from a third party without restriction; or (d) independently developed by Receiving Party without reference to the Disclosing Party's Confidential Information.

The obligations of confidentiality set forth herein shall survive for years following termination or expiration of this Agreement. Receiving Party acknowledges that monetary damages may be inadequate and that Disclosing Party shall be entitled to injunctive relief to prevent or remedy any breach.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to deliverables, work product, and materials specifically created for Client under this Agreement. Service Provider retains ownership of its preexisting tools, methodologies, and know-how, provided that no proprietary code or materials of Service Provider included in deliverables shall prevent Client's reasonable use of the deliverables for intended business purposes.

Limitation of Liability

Except for a party's breach of confidentiality or claims arising from willful misconduct or gross negligence, neither party shall be liable for consequential, special, incidental, punitive, or indirect damages. The aggregate liability of either party for any claim arising out of or in connection with this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

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

Entire Agreement

This Agreement, together with any scopes of work and exhibits 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, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, three business days after mailing by certified mail, or one business day after delivery by nationally recognized overnight courier.

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