Business Vendor Contract

Business Vendor Contract

Agreement Date:

Client Name:    Vendor Name:

Recitals

WHEREAS, Client desires to engage Vendor to perform certain services and deliverables described herein, and Vendor represents that it has the experience, personnel, and ability to perform such services on the terms set forth in this Agreement.

WHEREAS, Vendor agrees to provide services to Client in accordance with the terms, schedules, and specifications set forth in this Agreement, and the parties desire to set forth their entire agreement in writing.

WHEREAS, the parties intend that this Agreement govern their commercial relationship, including payment, confidentiality, allocation of risk, and termination rights.

Scope of Work

Vendor shall provide the services and deliverables described below. Vendor shall perform the services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Vendor for the performance of services as set forth below. All amounts are payable in lawful currency of the United States, unless otherwise agreed in writing.

Invoices shall be due within the payment period set forth in the Payment Schedule. Overdue amounts shall accrue interest at the rate specified above and Client shall additionally be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Agreement, shall continue through the End Date.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services properly performed prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the performance of this Agreement and shall protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Representations, Indemnification and Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Vendor represents that the services will be performed in a competent and professional manner. Vendor shall indemnify and hold harmless Client from claims, liabilities, losses and expenses arising from Vendor's gross negligence or willful misconduct in the performance of services. Except for breaches of confidentiality and indemnification obligations, neither party shall be liable to the other for consequential, special, incidental, or punitive damages.

Notices

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

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes amicably. If the parties cannot resolve a dispute within sixty (60) days, either party may pursue any available legal or equitable relief in a court of competent jurisdiction in the chosen state.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

The parties are independent contractors and nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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