Business TC Document

BUSINESS TC DOCUMENT

This Business Terms and Conditions Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain services and deliverables described herein, and Provider has the expertise and capacity to perform such services on the terms set forth in this Agreement.

WHEREAS, the parties desire to define the scope, payment terms, confidentiality obligations, term and termination rights, and other material terms governing their business relationship.

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:

1. Scope of Work

2. Payment Terms

Invoices shall be due and payable within days of receipt unless otherwise stated. Late payments shall incur interest at the lesser of % per month or the maximum permitted by law, accruing daily from the due date until paid in full. A minimum late fee of may apply.

Provider shall be reimbursed for preapproved, reasonable out-of-pocket expenses upon submission of itemized receipts and documentation supporting such expenses. Reimbursable expenses not preapproved in writing by Client will not be paid.

3. Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Upon termination, Provider shall be entitled to payment for work performed and approved expenses through the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination does not relieve the breaching party of liability for damages resulting from the breach.

4. Confidentiality

"Confidential Information" means any nonpublic information disclosed by a party (Disclosing Party) to the other (Receiving Party) 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. Receiving Party shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those hereunder.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement by Receiving Party; (ii) was known to Receiving Party without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of or reference to the Disclosing Party's Confidential Information. Disclosure required by law or court order is permitted provided Receiving Party gives prompt notice where allowed and cooperates with Disclosing Party's efforts to seek protective measures.

5. 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 the selected jurisdiction for any disputes arising under this Agreement.

6. Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, understandings, and agreements, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

7. Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all of its assets. Any attempted assignment in violation of this Section is void. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of that or any other right or remedy. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now