Business TOB Template

Business TOB Template

This Terms of Business Agreement (the Agreement) is entered into as of by and between:

Client Name:

Provider Name:

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional goods and services described herein and has represented that it has the experience, personnel, and resources necessary to perform the Services; and

WHEREAS, Client desires to retain Provider to perform such Services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Provider shall perform the services and deliverables described below. Provider will perform all Services in a professional manner consistent with industry standards.

2. Payment Terms

Client shall pay Provider in accordance with the schedule below. All sums are payable in lawful currency and are exclusive of taxes unless otherwise stated. Provider shall invoice Client and Client shall make payment within the agreed payment period following receipt of a correct invoice.

Any undisputed amount not paid when due shall bear late charges at the lesser of the interest rate of % per month or the maximum permitted by law. In addition, Client shall reimburse Provider for reasonable collection costs and legal fees incurred in collecting overdue amounts. The minimum late charge shall be if applicable.

3. Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Section, expires on .

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

This Agreement shall automatically renew for successive terms of equal duration unless either party provides written notice of non-renewal at least the notice period set forth above.

4. Confidentiality

Each party shall keep confidential all non-public information disclosed by the other 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 ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law or valid order of a court or governmental authority, provided the disclosing party gives prompt notice and cooperates in any lawful effort to limit such disclosure.

Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care, and to use Confidential Information only for the purposes of performing obligations under this Agreement.

5. Notices

6. Governing Law

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

7. Entire Agreement

This Agreement, together with any exhibits and written statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

8. Miscellaneous

Neither party shall assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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