Business WAPs Template

Business WAPs Template - Work Authorization and Payment Agreement

Parties and Recitals

This Agreement is entered into by and between Client Name: and Contractor Name: (each a "Party" and collectively the "Parties").

WHEREAS, Client requires certain services and work authorizations, and Contractor possesses the skill, personnel, and resources to perform said work; and

WHEREAS, the Parties desire to establish a standardized process for issuance, approval, execution, and payment of Work Authorization Packages ("WAPs") to govern individual project tasks executed under this Agreement; and

WHEREAS, the Parties intend that each WAP issued under this Agreement will incorporate the terms of this Agreement and specify the scope, schedule, deliverables, and payment for the particular work to be performed.

Definitions

"WAP" means a written Work Authorization Package issued under this Agreement that identifies the scope of work, deliverables, schedule, and payment terms for a discrete task or project.

Scope of Work

Each WAP shall be issued pursuant to the Master Scope Description above and shall include specific task descriptions, expected deliverables, acceptance criteria, and schedule. Contractor shall perform work in a professional and workmanlike manner consistent with industry standards and the specifications set forth in each WAP.

Payment Terms

All payments are due in United States Dollars within the number of days specified in the applicable WAP following Client's receipt of an undisputed invoice. Contractor shall submit invoices referencing the applicable WAP number and deliverables.

Unless otherwise stated in a WAP, late payments shall accrue interest at the greater of the late fee percent specified above per month or the maximum rate allowed by applicable law, and Client shall also be responsible for reasonable collection costs and attorney's fees.

Term and Termination

This Agreement shall commence on Effective Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for material breach if the breaching Party fails to cure the breach within thirty (30) days following written notice. Termination of this Agreement shall not relieve Client of the obligation to pay for work performed and accepted prior to the effective date of termination.

Work Authorization Procedure

All WAPs must be issued in writing, reference the applicable WAP number, include a clear description of scope, schedule, deliverables, acceptance criteria, and payment terms, and be signed by authorized representatives of both Parties prior to commencement of work identified in the WAP.

Confidentiality

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is either marked confidential or, by its nature, should reasonably be understood to be confidential. Confidential Information includes, without limitation, technical data, pricing, business plans, client lists, and WAP content.

The Receiving Party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to those employees, agents, and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential 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.

Confidential Information shall not include information that: (i) is or becomes publicly available without breach of this Agreement by the Receiving Party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided that the Receiving Party gives prompt written notice to the Disclosing Party and limits the disclosure to the extent legally required.

Representations and Warranties; Liability

Each Party represents that it has the full right, power, and authority to enter into this Agreement. Contractor warrants that services shall be performed in a professional manner in accordance with applicable industry standards. EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for willful misconduct or gross negligence, neither Party shall be liable to the other for incidental, consequential, special, or punitive damages, and aggregate liability for claims arising out of this Agreement shall not exceed the amount actually paid to Contractor under the applicable WAP giving rise to the claim.

Notices

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 in good faith to resolve disputes through negotiation prior to initiating litigation or arbitration.

Amendment; Assignment

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Contractor may subcontract work so long as Contractor remains responsible for performance.

Entire Agreement

This Agreement, together with any WAPs issued hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Entity Information

Corporation   LLC   Sole Proprietor   Other

Corporation   LLC   Sole Proprietor   Other

Signatures

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of their respective Parties.

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