Business WLWT Template

Business WLWT Template

Parties

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client desires to retain the services of Service Provider to perform the services described in this Agreement and Service Provider is willing and able to provide such services on the terms and conditions set forth herein;

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources to perform the Scope of Work described herein in a professional and timely manner;

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

Scope of Work

Payment Terms

Contract Value:

Invoices: Service Provider shall submit invoices to Client and Client shall pay undisputed invoices within days of receipt.

Late Payment: Any amount not paid when due shall accrue interest at % per month (or the maximum permitted by law), and Client shall also be liable for reasonable collection costs.

Taxes: Each party is responsible for its own taxes arising from this Agreement. Client shall withhold applicable taxes if required by law and shall provide evidence of withholding to Service Provider upon request.

Term and Termination

Term Commencement Date:

Term Expiration Date:

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the proposed termination date. Termination shall not relieve Client of obligation to pay for services performed and accepted prior to termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other 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, including business plans, financial data, trade secrets, technical information, and client data.

Obligations: The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses for its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no wrongful act of the receiving party, (ii) was already known by the receiving party without restriction prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without the use of Confidential Information.

Duration: The obligations of confidentiality shall continue for years following the termination or expiration of this Agreement, except with respect to trade secrets where applicable law may extend protection.

Warranties, Liability and Indemnity

Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability: Except for breaches of confidentiality, gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, special, or punitive damages, and aggregate liability shall not exceed the total fees paid under this Agreement during the twelve (12) months preceding the claim.

Indemnity: Each party shall indemnify and hold harmless the other party from third-party claims arising out of its breach of this Agreement, gross negligence, or willful misconduct, subject to the limitations set forth herein.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of: , without regard to its conflicts of law principles. Exclusive venue for disputes shall be the state or federal courts located in the chosen jurisdiction unless otherwise agreed in writing.

Entire Agreement; Amendments

This Agreement, including all attachments and exhibits incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed to the extent necessary to make it enforceable.

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