Business VLC Template

BUSINESS VLC TEMPLATE

This Business Agreement (the Agreement) is made as of by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain services and deliverables described in this Agreement; and

WHEREAS, Service Provider represents that it has the qualifications, experience, and resources necessary to perform such services in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

1. SCOPE OF WORK

Service Provider shall perform the services in a professional and workmanlike manner in accordance with industry standards. All deliverables shall be delivered to Client by the dates agreed in the schedule set forth in the scope_of_work or as otherwise mutually agreed in writing.

2. PAYMENT TERMS

All amounts are stated in lawful currency. Client shall pay undisputed amounts according to the payment_schedule. If Client disputes any portion of an invoice, Client shall notify Service Provider in writing within ten (10) days of receipt and pay undisputed amounts. Late payments shall accrue interest at the late_fee specified above and recoverable collection costs and reasonable attorneys' fees if applicable.

3. TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon providing the notice_period to the other party in writing. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. Confidential Information means non-public information disclosed in any form that is designated 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 does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the receiving party without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall not disclose Confidential Information to any third party, except to its employees, agents, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. The receiving party shall use reasonable measures to protect Confidential Information and shall not use Confidential Information for any purpose other than the performance of this Agreement. The confidentiality obligations shall survive termination of this Agreement for after termination.

5. REPRESENTATIONS; WARRANTIES; INDEMNITY

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional manner and in accordance with applicable laws. Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising from Service Provider's gross negligence, willful misconduct, or material breach of any representation or warranty herein.

6. GOVERNING LAW AND JURISDICTION

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this provision.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

9. MISCELLANEOUS

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition 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. The parties are independent contractors and nothing in this Agreement creates an employment, joint venture, partnership, or agency relationship.

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