Business Tech Contract

BUSINESS TECH CONTRACT

This Business Tech Contract (the "Agreement") is entered into as of (the "Effective Date"), by and between Client Name: with principal place of business at and Service Provider: with principal place of business at .

WHEREAS

WHEREAS, Client desires to engage Provider to deliver technology services and software-related deliverables as described herein, and Provider has the expertise and resources to perform such services on the terms established in this Agreement.

WHEREAS, the parties wish to set forth the scope, payment, confidentiality and other terms that will govern their relationship and the delivery of the Work Product defined below.

WHEREAS, the parties intend that this Agreement constitute the complete and exclusive statement of their agreement with respect to the subject matter hereof.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below (collectively, the "Work"). Provider shall perform the Work in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

In consideration of Provider's performance, Client shall pay Provider the fees and reimburse expenses as set forth below. All amounts are stated in U.S. dollars unless otherwise indicated.

Unless otherwise agreed in writing, invoices shall be issued in accordance with the Payment Schedule. Client shall pay undisputed amounts within the Payment Due period. Disputed amounts must be raised in writing within five (5) business days of receipt of invoice; undisputed portions remain payable.

TERM AND TERMINATION

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

Upon termination, Provider shall deliver to Client all Work Product completed as of the effective date of termination and shall invoice Client for services performed through the effective date. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not use or disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required to perform its obligations under this Agreement. Confidential Information includes technical, business and financial information and all non-public materials and communications.

Obligations of confidentiality do not apply to information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) was already known to the Receiving Party free of obligation, (iii) is rightfully obtained from a third party without restriction, or (iv) is independently developed without use of Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of Provider Pre-Existing Materials and tools. Client shall obtain a non-exclusive, non-transferable license to use Work Product delivered pursuant to this Agreement only for Client's internal business purposes upon full payment. The parties shall execute any documents reasonably requested to perfect ownership or license rights.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for liabilities resulting from willful misconduct, gross negligence, or breach of confidentiality, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Provider shall indemnify Client against third-party claims alleging Provider's infringement of third-party intellectual property rights arising from Provider-delivered Work Product, subject to Client's cooperation and Provider's control of the defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the governing state for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing herein creates a partnership, joint venture, agency or employment relationship.

Sign Now