Business WFCC Document

Business WFCC Document

Parties and Effective Date

This Business WFCC Document ("Agreement") is made effective as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS, Client requires certain business, consulting, development and related services substantially described in the Scope of Work below; and

WHEREAS, Contractor represents that it has the experience, personnel and resources necessary to perform such services and is willing to provide those services to Client pursuant to the terms and conditions set forth in this Agreement.

Scope of Work

Contractor shall perform the services, deliverables and responsibilities described below. Contractor will provide work in a professional and workmanlike manner in accordance with industry standards and the schedules set forth in this Agreement.

Payment Terms

Client shall pay Contractor the amounts set forth below in consideration for the services and deliverables. All fees are exclusive of taxes, which Client shall pay where applicable.

Contractor shall invoice Client in accordance with the payment schedule. Invoices are due and payable within days of receipt unless otherwise agreed in writing.

Unpaid amounts shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by law. Client shall also reimburse Contractor for reasonable collection costs.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days of receipt of written notice specifying the breach. Termination shall not relieve the breaching party of liability for damages or obligations accrued prior to termination.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party (the Discloser) to the other (the Recipient), whether oral, written, electronic or tangible, 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.

Obligations: The Recipient shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and agents who have a strict need to know and who are bound to confidentiality obligations at least as protective as those in this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care.

Except for trade secrets, the obligations in this section shall survive for years following termination or expiration of this Agreement. Trade secret protections shall survive for as long as the information qualifies as a trade secret under applicable law.

Intellectual Property and Work Product

Ownership: Unless otherwise agreed in writing, Contractor assigns to Client all right, title and interest in and to deliverables that are custom-created for Client under this Agreement, including all copyrights and other intellectual property rights therein, upon full payment of all amounts due. Contractor retains ownership of its pre-existing materials, tools and general know-how.

License to Background Materials: To the extent Contractor incorporates Contractor's pre-existing materials into deliverables, Contractor grants Client a non-exclusive, transferable, sublicensable, worldwide license to use such pre-existing materials solely as incorporated in the deliverables.

Representations; Warranties; Indemnity

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Contractor represents that the services will be performed in a professional manner consistent with industry standards. Contractor shall indemnify and hold harmless Client from third-party claims alleging that Contractor's deliverables, as delivered, infringe a third party's intellectual property rights, provided Client gives Contractor prompt written notice and reasonable cooperation to defend such claim.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or infringement of third-party intellectual property rights, neither party shall be liable for any special, incidental, consequential or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Contractor under this Agreement during the twelve (12) month period preceding the claim.

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 negotiate in good faith to resolve disputes, and either party may seek equitable relief if necessary to protect proprietary rights.

Entire Agreement; Amendments

This Agreement, together with any attachments and referenced schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Notices shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

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