Business Tocci Template

Business Tocci Template

This Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , with address , and Contractor Name: , with address .

WHEREAS

WHEREAS, Client desires to retain Contractor to perform certain business advisory, consulting, or project services described herein; and

WHEREAS, Contractor represents that Contractor has the requisite experience, qualifications and resources to perform the services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services in a written agreement.

SCOPE OF WORK

Contractor shall perform the services described above with due skill, care and in accordance with generally accepted industry standards. Any change to the Scope of Work will be documented in a written change order signed by both parties, which shall specify any adjustments to fees and schedule.

PAYMENT TERMS

Invoices are payable within days of invoice receipt. Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Contractor for reasonable collection and legal costs incurred in enforcing unpaid invoices.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within 10 days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public business, technical, financial or other information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisers who have a bona fide need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of Receiving Party; (ii) was rightfully in Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to the Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information to the extent required by law, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in any lawful effort to limit the disclosure.

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 consent to the exclusive jurisdiction of the state and federal courts located in that state for any action arising under this Agreement.

INDEPENDENT CONTRACTOR

Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture, partnership or agency relationship. Contractor shall be solely responsible for all taxes, withholdings and other statutory obligations of any nature.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality or willful misconduct, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement in the 12 months preceding the event giving rise to the claim.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address designated in writing by a party.

ADDITIONAL PROVISIONS (OPTIONAL)

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