Business Undertaking Agreement

BUSINESS UNDERTAKING AGREEMENT

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

Parties

Recitals

WHEREAS, Party A has expertise and capacity to perform the business activities described herein and wishes to undertake certain services and obligations in connection with ; and

WHEREAS, Party B desires to retain Party A to perform such services on the terms set forth in this Agreement, and Party A agrees to perform such services subject to the terms contained below.

Scope of Work

Party A shall perform the services and deliverables described below. Party A will perform the work in a professional manner consistent with industry standards. Any material change to the Scope of Work must be agreed in writing by both parties.

Payment Terms

In consideration for the services provided under this Agreement, Party B shall pay Party A the amounts and according to the schedule set forth below. All fees are exclusive of taxes unless otherwise stated.

Late payments shall bear interest at the rate of on the unpaid balance, calculated monthly, and Party B shall also be responsible for any collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach not cured within a reasonable cure period or upon insolvency of the other party.

Upon termination, Party A shall deliver all completed work and any work in progress for which Party A has been paid, and Party B shall pay for all work performed through the effective date of termination.

Confidentiality

Each party (Recipient) acknowledges that during the term of this Agreement it may receive Confidential Information of the other party (Discloser). "Confidential Information" means non-public information disclosed in oral, written, electronic or other tangible form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted in writing by Discloser or as required by law, provided Recipient uses reasonable efforts to notify Discloser prior to such compelled disclosure. Confidential Information does not include information that is or becomes publicly known without breach by Recipient, was rightfully known by Recipient prior to disclosure, or was developed independently by Recipient.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables and Work Product created by Party A under this Agreement shall be deemed "work made for hire" and ownership shall vest in Party B upon full payment. Party A retains ownership of pre-existing intellectual property and tools, methodologies, and general know-how, provided Party A grants Party B a non-exclusive, royalty-free license to any pre-existing material included in deliverables to the extent necessary for Party B's use.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement and to perform its obligations. Party A warrants that services will be performed in a professional and workmanlike manner. To the fullest extent permitted by law, each party agrees to indemnify the other from third-party claims arising from its breach, negligence, or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, the liability of either party shall be limited to direct damages not to exceed the total fees paid under this Agreement in the preceding twelve months.

Notices

All notices under this Agreement must be in writing and delivered to the addresses specified below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, or by email with confirmation of receipt where permitted.

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 agree to attempt good-faith resolution of disputes. If unresolved, disputes shall be resolved in the state or federal courts located in the governing state.

Entire Agreement; Amendment

This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment shall be effective unless made in writing and signed by authorized representatives of both parties.

General Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

The parties acknowledge that each has had an opportunity to be represented by counsel, and that any ambiguity shall not be construed against the drafter. Signatories represent and warrant that they are authorized to bind the party for whom they sign.

Sign Now