Business Use Standard Template

Business Use Standard Template

This Business Use Standard Template (the Agreement) is entered into as of   by and between:

RECITALS

WHEREAS, Client operates a business that requires certain business-use services and/or access to Provider's systems, materials, or facilities; and

WHEREAS, Provider possesses the expertise, personnel, equipment, or licensing necessary to perform the business-use services described in this Agreement and is willing to provide such services to Client subject to the terms set forth herein; and

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

SCOPE OF WORK

Provider will perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be documented in a written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

Late payments will accrue interest at the rate of   percent per month (or the maximum rate permitted by applicable law, if lower). Client is responsible for all reasonable collection costs, including attorneys' fees, incurred by Provider in enforcing payment obligations.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least  days prior to the desired termination date. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any nonpublic information disclosed by one party to the other, whether oral, written, electronic, or other 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. Confidential Information includes, without limitation, business plans, customer lists, pricing, technical data, trade secrets, and proprietary processes.

Each party agrees to: (a) hold Confidential Information of the other party in strict confidence and not disclose it to third parties except as expressly permitted herein; (b) use the Confidential Information only to perform its obligations under this Agreement; and (c) restrict disclosure to those employees, contractors, and agents having a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations in this Section will continue for a period of  years following termination or expiration of this Agreement.

Confidential Information does not include information that: (i) was known to the receiving party prior to disclosure without obligation of confidentiality; (ii) becomes publicly available through no fault of the receiving party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. If a receiving party is compelled by law to disclose Confidential Information, it shall provide the disclosing party prompt written notice and reasonably cooperate in any effort to limit disclosure or obtain protective orders.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property rights, neither party will be liable to the other for indirect, incidental, special, punitive, or consequential damages, including lost profits. Provider's aggregate liability under this Agreement will not exceed the total fees paid by Client to Provider under this Agreement during the six (6) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of the State of  , without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered in the chosen forum, unless the parties mutually agree otherwise in writing.

ASSIGNMENT; AMENDMENT; NOTICES

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a sale of substantially all of its assets or a merger. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

ENTIRE AGREEMENT

This Agreement, together with any written attachments or executed amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and agreements, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

MISCELLANEOUS

The parties acknowledge that they have read and understand this Agreement and that they are authorized to enter into it on behalf of the entities identified herein. Headings are for reference only and do not affect interpretation.

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