Business VPW Template

Business VPW Template

Parties and Project Identification

Client Name:

Vendor / Service Provider Name:

Project Title:

Effective Date:

WHEREAS

WHEREAS, Client desires to engage Vendor to perform the services described in this Business VPW Template (the "Services") for the Project Title identified above and Vendor has represented that it possesses the experience, personnel, and capability to perform such Services in a professional manner consistent with industry standards.

WHEREAS, the parties intend for this Agreement to set forth the terms, compensation, schedule and conditions under which Vendor will perform the Services and for Client to pay Vendor for such Services in accordance with the Payment Terms below.

WHEREAS, the parties agree that the scope of the relationship is contractual and subject to the terms and conditions contained herein and that no employment, joint venture or partnership relationship is created by this Agreement.

Scope of Work

Deliverables and Acceptance: Vendor will deliver the items and milestone outputs described in the Scope of Work. Client shall have a period of 14 calendar days following delivery to inspect and accept or provide written notice of deficiencies in accordance with the acceptance criteria set forth in the Scope of Work.

Payment Terms

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus all costs of collection, including reasonable attorneys' fees.

Term and Termination

Term: This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately for material breach if the breach remains uncured for 30 days after written notice of such breach.

Confidentiality

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by either party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

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

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in seeking confidential treatment or a protective order.

Intellectual Property and Work Product

Ownership: Unless otherwise agreed in writing, Vendor grants to Client a nonexclusive, perpetual, worldwide license to use, reproduce and modify deliverables delivered pursuant to this Agreement for Client's internal business purposes. Vendor retains ownership of pre-existing materials and tools and any derivative improvements that are Vendor's confidential materials.

Representations, Warranties and Indemnity

Vendor represents and warrants that it has the right and authority to enter into this Agreement and that the Services will be performed in a professional manner in accordance with industry standards. Each party will indemnify and hold the other harmless from and against claims arising from its breach of this Agreement, negligence, or willful misconduct.

Governing Law

Notices

Notices to Client shall be sent to the address set forth above for Client. Notices to Vendor shall be sent to the address set forth above for Vendor. Notice is effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

General Provisions

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

Amendment: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, including any appendices and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, proposals and communications, whether written or oral.

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