Business Standard Template

Business Standard Template

Client Name:     Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client Name: requires certain services in the ordinary course of its business; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel and resources necessary to perform such services; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

The Service Provider shall perform the services described above in a professional and workmanlike manner, consistent with industry standards applicable to the services. Any change in scope that would materially increase the cost or time required to perform shall be subject to a written change order signed by authorized representatives of both parties.

Payment Terms

Payment Schedule:

Invoices due within days of receipt.

Milestone payments as follows:

Late Payment: Payments not received within the agreed payment period shall incur a late fee of per month on the outstanding balance, or a flat fee of , whichever is greater, commencing after days past due. Interest shall accrue monthly and be compounded monthly at the stated rate.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice of the breach.

Upon termination, Service Provider shall deliver all completed work and any work in progress. Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the date of termination, to be invoiced and paid in accordance with the Payment Terms within days of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other 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 party agrees to (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (iii) not disclose Confidential Information to any third party except as necessary to perform the Agreement or as required by law.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was in the receiving party's possession without restriction prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Governing Law

This Agreement shall 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 resolution of disputes arising under or related to this Agreement.

Miscellaneous

Assignment: Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that a party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets.

Indemnification: Each party shall indemnify and hold harmless the other party from and against all third-party claims, liabilities, damages, and expenses arising out of the indemnifying party's breach of this Agreement or willful misconduct.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) months immediately preceding the claim.

Entire Agreement

This Agreement, including any exhibits and written change orders executed by the parties, 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 oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Sign Now