Business TPAP Template

Business TPAP Template

Parties and Project

This Business Tradename, Payment and Performance Agreement (TPAP) is entered into on Effective Date: by and between Client Name: (Client) and Service Provider Name: (Provider).

Corporation    LLC    Individual    Other

Corporation    LLC    Individual    Other

Recitals

WHEREAS, Client seeks services and deliverables related to the Project Reference stated above and desires to engage Provider to perform such services on the terms and conditions set forth in this Agreement;

WHEREAS, Provider represents that it has the skill, experience and capacity to perform the services described in this Agreement and will perform such services in a professional and workmanlike manner consistent with industry standards;

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the performance, payment and confidentiality of the services to be provided.

Scope of Work

Payment Terms

Compensation: Client shall pay Provider the Total Amount of USD for the services described herein, subject to the schedule below.

Invoices shall be submitted in writing and are payable within days of receipt. Late payments shall accrue interest at a rate of on the unpaid balance, or the maximum rate permitted by law, whichever is lower.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with at least days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, and in no event less than a reasonable degree of care.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally known to the public through no breach of this Agreement; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and disclosure is limited to the extent required.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the right and authority to enter into this Agreement. Provider warrants that the services will be performed in a professional manner consistent with prevailing industry standards. Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability

Except for liability arising from breaches of confidentiality, willful misconduct, or indemnities for third-party claims, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability shall not exceed the total amounts paid or payable under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation; if unresolved within 30 days, either party may pursue any available legal or equitable remedies.

Assignment and Subcontracting

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets provided the assignee assumes the assigning party's obligations hereunder. Provider may engage subcontractors provided Provider remains responsible for their performance.

Entire Agreement; Amendment

This Agreement, including all schedules and attachments if any, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section. Notices are effective upon receipt.

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