Business Tools and Manuals

Business Tools and Manuals Agreement

Agreement Date:

Client Name:    Client Address:

Provider Name:    Provider Address:

RECITALS

WHEREAS, Provider develops, compiles and maintains business tools, operational manuals, templates, training materials, checklists and related documentation intended to support the Client's internal business operations (collectively, the Tools and Manuals); and

WHEREAS, Client desires to acquire from Provider a license to use certain Tools and Manuals, and Provider is willing to provide such Tools and Manuals and related services pursuant to the terms and conditions set forth in this Agreement.

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

SCOPE OF WORK

Provider shall deliver the Tools and Manuals in electronic format unless otherwise agreed. Delivery Date: . Client shall have a period of days from delivery to notify Provider in writing of any deficiencies in conformity with the agreed Scope of Work. Absent timely notice, the Tools and Manuals shall be deemed accepted.

OWNERSHIP AND LICENSE

Provider retains all right, title and interest in and to the Tools and Manuals, including all intellectual property rights. Subject to Client's payment of all amounts when due and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable, revocable license to use the Tools and Manuals solely for Client's internal business operations for the Term set forth below. Client shall not copy, modify, distribute, sublicense, decompile, reverse engineer or create derivative works of the Tools and Manuals except to the extent expressly permitted in writing by Provider.

PAYMENT TERMS

Total Fee: $. Payment Schedule: Deposit of $ due upon execution; remaining balance of $ due within days of delivery.

Late Fee: Any unpaid amount not received within the stated payment period shall accrue interest at per month (or the maximum permitted by law, if lower). In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: . Either party may terminate this Agreement for convenience by providing written notice at least days prior to the effective termination date.

Provider may terminate this Agreement immediately upon written notice if Client fails to pay any undisputed amount due under this Agreement and such failure continues for more than days following notice. Upon termination, Client shall immediately cease use of the Tools and Manuals and, upon Provider's request, destroy or return all copies.

CONFIDENTIALITY

"Confidential Information" means non-public business information disclosed by a party to the other party, including the Tools and Manuals, pricing, business processes, customer lists and other proprietary materials. Each party agrees to hold Confidential Information of the other party in strict confidence, to use it solely to perform under this Agreement, and not to disclose it to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was known prior to disclosure, or is independently developed without use of the other's Confidential Information.

WARRANTIES AND DISCLAIMERS

Provider warrants that it will perform the services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT ACKNOWLEDGES THAT THE TOOLS AND MANUALS ARE GENERAL BUSINESS TOOLS AND MAY REQUIRE ADAPTATION TO CLIENT'S SPECIFIC CIRCUMSTANCES.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, 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 oral or written. Any modification or amendment 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 continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Sign Now