Business Suggested Template

BUSINESS SUGGESTED TEMPLATE

This Business Agreement (the Agreement) is entered into as of by and between Client Name: with principal address , and Service Provider Name: with principal address .

RECITALS

WHEREAS, Client seeks to obtain certain professional services described herein and Provider has the capacity and expertise to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services for Client and the compensation to be paid therefor;

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

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ . Payments shall be made in accordance with the schedule below.

Payment Method:

Late Payment: Any amount not paid within days of the due date will incur a late fee equal to the lesser of per month on the outstanding balance or the maximum permitted by applicable law. Client is also responsible for reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date (if any): .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination for material breach may be effected immediately by the non-breaching party if the breaching party fails to cure such breach within thirty (30) days of written notice.

CONFIDENTIALITY

Each party may disclose confidential information to the other in connection with this Agreement. "Confidential Information" means non-public information that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential. Each recipient shall (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except as required by law or with the discloser's prior written consent. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

Acknowledgement of Confidentiality: I acknowledge and agree to the confidentiality obligations set forth above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles. Any action arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in that jurisdiction.

ADDITIONAL PROVISIONS

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

Limitation of Liability: Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid or payable to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, 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 modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

PARTY CONTACTS

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