Business TOR Document

BUSINESS TERMS OF REFERENCE (TOR)

This Terms of Reference (the Agreement) is made effective as of (Effective Date), by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client seeks to engage Contractor to perform professional services in connection with the project titled located at ;

WHEREAS, Contractor possesses the necessary expertise, personnel and resources to perform the services described herein and is willing to undertake such engagement on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. SCOPE OF WORK

Deliverables shall include clear acceptance criteria for each milestone. Contractor shall prepare and submit a schedule of deliverables within days of the Effective Date for Client approval.

2. PAYMENT TERMS

Total Contract Price: (USD).

Invoices: Contractor shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed amounts within days of receipt of an invoice. Disputes shall be raised in writing within ten (10) business days of receipt.

Late Payment: Any undisputed amount overdue shall bear interest at the rate of (or the maximum permitted by law, if less) calculated monthly.

3. TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the intended termination date. Termination shall not relieve Client of its obligations to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

4. CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information, whether in oral, written, electronic or other form, disclosed by one party (Disclosing Party) to the other (Receiving Party) related to the business, operations, clients, proposals, pricing, technical data or trade secrets of the Disclosing Party.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations substantially similar to those herein; and (c) use Confidential Information solely for the performance of this Agreement.

Exclusions: Confidential Information does not include information that is (i) or becomes publicly available without breach of this Agreement; (ii) already lawfully known to the Receiving Party; (iii) independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) rightfully obtained from a third party without restriction.

Return or Destruction: Upon termination or written request, Receiving Party shall return or destroy all Confidential Information and certify such destruction in writing.

Remedies: The parties acknowledge that monetary damages may be inadequate for breach of confidentiality and that the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief, without waiving any other remedies.

5. 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.

6. ENTIRE AGREEMENT

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

7. CONTACTS

8. MISCELLANEOUS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement shall be deemed to create an employer-employee, agency, joint venture or partnership relationship between the parties.

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