Business Under Doc

BUSINESS UNDER DOC

This Business Under Doc Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between the parties identified herein.

Parties

Entity Type: Corporation LLC Partnership Sole Proprietorship Other

Entity Type: Corporation LLC Partnership Sole Proprietorship Other

Recitals

WHEREAS, Provider operates a business that offers professional services, deliverables, documentation, and advisory support described herein; and

WHEREAS, Client wishes to engage Provider to perform the services described in this Agreement and Provider agrees to perform such services pursuant to the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, payment, confidentiality, term and termination, and governing law.

Scope of Work

Provider shall perform the services and deliver the work products described below. The scope may be amended only in writing signed by both parties.

Payment Terms

Client shall pay Provider in accordance with the amounts and schedule below. All amounts are payable in lawful currency and exclusive of taxes unless otherwise stated.

Provider shall submit invoices in accordance with the payment schedule. Unless otherwise agreed in writing, invoices are due within days of receipt.

Late payments shall incur interest at a rate of or the maximum rate permitted by law, plus any costs of collection.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date, unless earlier terminated as provided herein.

Effective Date:

End Date:

Either party may terminate this Agreement without cause upon providing written notice at least days 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 15 days after receiving written notice of the breach.

Survival: Sections pertaining to Payment, Confidentiality, Indemnification, Limitation of Liability, Governing Law, and Entire Agreement shall survive termination or expiration.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information includes, without limitation, business plans, technical data, specifications, designs, financial information, customer lists, and pricing.

The Receiving Party shall: (a) maintain the Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is rightfully received from a third party without restriction; (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 Receiving Party gives prompt written notice to the Disclosing Party and cooperates to seek a protective order or other appropriate remedy.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement.

Limitation of Liability: Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for special, incidental, consequential or punitive damages, and aggregate direct damages shall be limited to the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

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. Venue for any dispute shall be the state or federal courts located in that state, and the parties hereby submit to the exclusive jurisdiction of those courts.

Entire Agreement and Amendments

This Agreement, together with any exhibits or attachments expressly incorporated, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: Notices required under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement or to such other address as either party may designate by notice to the other.

Sign Now