Business TX Document

DOCUMENT NAME

Parties and Recitals

This Business Transaction Agreement (the Agreement) is entered into by the undersigned parties as of the Effective Date.

WHEREAS, Client Name: is engaged in business operations and seeks the services described herein;

WHEREAS, Service Provider Name: possesses the qualifications, experience and personnel necessary to perform the services contemplated by this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the transactions and services described below.

Scope of Work

Payment Terms

Total Contract Amount:

Late Payment Fee: applied to past due amounts, compounded monthly. If a flat late fee is preferred, specify:

Invoices shall be submitted to:

Term and Termination

Term Commencement Date: and Term Expiration Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice no less than days to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within days after written notice.

Upon termination, Service Provider will deliver all Work Product completed to date and Client will pay for all Services performed and reasonable, non-cancellable commitments incurred through the effective date of termination.

Confidentiality

Each party (the Receiving Party) shall hold in strict confidence and shall not use or disclose to any third party the other party's Confidential Information except as necessary to perform its obligations under this Agreement. Confidential Information includes non-public business, technical, financial and customer information, whether marked confidential or reasonably understood to be confidential.

Confidential obligations will not apply to information that the Receiving Party can demonstrate: (a) was known prior to disclosure; (b) becomes publicly known without breach; (c) is received from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information. Each party agrees to use at least the same degree of care to protect Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all Work Product developed specifically for Client under this Agreement shall be the exclusive property of Client upon full payment. Service Provider shall retain ownership of its pre-existing tools, methodologies and general skills, and grants Client a non-exclusive license to any residual intangible knowledge in the course of performance.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement. Service Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider shall indemnify and hold harmless Client from third-party claims arising from Service Provider's breach of the representations, gross negligence, or willful misconduct.

Limitation of Liability

Except for liability arising from willful misconduct or breaches of confidentiality or intellectual property obligations, neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement during the six (6) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved within 30 days, either party may pursue equitable relief and otherwise the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in the county where the Client's principal place of business is located.

Entire Agreement

This Agreement, including all exhibits and 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 understandings, agreements, representations and warranties, both written and oral.

Notices

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or agency relationship between the parties.

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