Business Transaction Template

Business Transaction Agreement

Parties

This Business Transaction Agreement (the Agreement) is entered into as of Effective Date: by and between:

Corporation LLC Partnership Sole Proprietor Other

Corporation LLC Partnership Sole Proprietor Other

Recitals

WHEREAS, Party A is engaged in the business of providing goods and/or services described herein and has the capability and willingness to transact with Party B under the terms set forth in this Agreement;

WHEREAS, Party B desires to obtain such goods and/or services from Party A and to set forth the mutual rights and obligations related to the transaction;

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

Scope of Work

Party A shall perform the services or deliver the goods as described below. The description shall identify deliverables, milestones, and acceptance criteria. Any material change to the Scope of Work must be documented as a written amendment signed by authorized representatives of both parties.

Payment Terms

As consideration for the Scope of Work, Party B shall pay Party A in accordance with the amounts and schedule set forth below. All payments are exclusive of applicable taxes unless otherwise stated. Party B shall provide payment in the currency agreed below.

Frequency:    Due on receipt or within days of invoice.

Late Payment: If any undisputed amount is not paid by the due date, interest shall accrue on the overdue amount at a rate of or the maximum rate permitted by law, whichever is lower. In addition, the non-breaching party may suspend performance after providing written notice and an opportunity to cure as provided in this Agreement.

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 prior to the effective termination date.

Termination for Cause: Either party may terminate this Agreement for material breach if the breach remains uncured for a period of thirty (30) days after written notice specifying the nature of the breach; provided that breaches that are not susceptible to cure may justify immediate termination.

Confidentiality

Each party (the Recipient) shall maintain in confidence all non-public, proprietary, or confidential information disclosed by the other party (the Discloser) in connection with this Agreement. Confidential Information excludes information that: (a) is or becomes public other than by breach; (b) was known to Recipient prior to disclosure; (c) is rightfully received from a third party without obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser’s Confidential Information. The Recipient shall not use or disclose Confidential Information except as reasonably required to perform its obligations under this Agreement. The obligations in this section shall remain in effect for a period of following disclosure.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages. The aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the amounts actually paid by Party B to Party A under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, the parties agree to submit disputes to binding arbitration in the agreed jurisdiction unless otherwise required by applicable law.

Miscellaneous

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the other party’s prior written consent, except to a successor in interest by merger, acquisition, or sale of substantially all assets.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to such subject matter.

Signatures

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