Business Work Order Contract

Business Work Order Contract

Parties

Recitals

WHEREAS, Client Name: desires to procure certain services and/or deliverables as described in this Work Order; and

WHEREAS, Contractor Name: represents that it has the skill, personnel, equipment, and experience necessary to perform the work described herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Contractor shall perform the services and deliver the work product described below. Contractor shall furnish all labor, materials, equipment, supervision, and other items necessary to complete the work in accordance with the terms of this Work Order.

Payment Terms

Client agrees to pay Contractor the total contract amount as follows. Invoices shall state the work completed and attach appropriate substantiation where requested. Unless otherwise agreed in writing, all payments are due in U.S. dollars.

Term and Termination

This Work Order commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Work Order for convenience upon written notice to the other party not less than Notice Period (days): days prior to the effective termination date. Either party may also terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice of the breach.

Upon termination, Client shall pay Contractor for work performed and expenses incurred through the effective date of termination, subject to any right of setoff for defective performance.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) publicly known without breach of this Work Order, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the other party's Confidential Information.

Each party shall: (i) use Confidential Information solely for the performance or exercise of its rights under this Work Order; (ii) protect such Confidential Information from unauthorized use, disclosure, or access with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (iii) limit disclosure to employees, contractors, or advisors who have a need to know and who are bound to protect confidentiality. The obligations set forth in this section shall survive termination of this Work Order for Confidentiality Term (years): years.

Governing Law

This Work Order shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Work Order, except where mandatory law requires otherwise.

Representations; Insurance

Each party represents that it has the authority to enter into this Work Order and that its performance will not violate any agreement with a third party. Contractor shall maintain, during the term of this Work Order, commercial general liability insurance and workers' compensation insurance as required by applicable law and industry standards, and shall provide certificates of insurance upon Client's reasonable request.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, (i) neither party shall be liable to the other for special, incidental, consequential, or punitive damages; and (ii) each party's aggregate liability for direct damages arising out of or related to this Work Order shall not exceed the total amount actually paid by Client to Contractor under this Work Order.

Entire Agreement

This Work Order, together with any attachments or documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or modification shall be binding unless executed in writing by authorized representatives of both parties.

Miscellaneous

If any provision of this Work Order is determined to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, or if reform is not possible, the provision shall be severed and the remainder of the Work Order shall remain in full force and effect. Neither party may assign this Work Order 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.

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