Business WofC Template

Business Work Order and Contract (WofC)

Parties and Effective Date

THIS AGREEMENT is made and entered into as of (the Effective Date), by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client requires certain professional services and deliverables described herein and desires to retain Contractor to perform such services on the terms and conditions contained in this Agreement; and

WHEREAS, Contractor represents that it has the skill, experience, and resources to perform the services described in this Agreement and agrees to perform in a professional and workmanlike manner in accordance with industry standards.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

Scope of Work

Payment Terms

Client shall pay Contractor a total fee of $ for the performance of the services described above, payable as follows:

Invoices are due and payable within days of receipt. Any undisputed amount not paid when due shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower, calculated monthly.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by either party, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that is publicly known through no breach of this Agreement, rightfully received from a third party without restriction, independently developed without use of the other party's Confidential Information, or required to be disclosed by law.

Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) use such Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to employees and subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Upon termination or upon written request, receiving party shall return or destroy Confidential Information and certify such return or destruction.

Representations; Indemnification; Insurance

Each party represents that it has the full right, power, and authority to enter into this Agreement. Contractor shall indemnify, defend and hold harmless Client from and against any third-party claims arising from Contractor's negligence, willful misconduct, or breach of this Agreement, subject to Contractor's limits of liability set forth herein. The parties shall maintain insurance coverage appropriate to the services performed.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in the agreed forum, unless otherwise agreed in writing.

Entire Agreement; Amendment

This Agreement, including all schedules and attachments hereto and any statements of work executed under it, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations 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. The parties are independent contractors; nothing herein creates the relationship of employer/employee, joint venture, or partnership.

Signatures

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