Business Working Request

Business Working Request

Requester Name:   Company:

Requester Address:

Service Provider Name:   Company:

Provider Address:

Request Date:   Project Name:

WHEREAS

WHEREAS, Requester seeks to engage Provider to perform certain services and deliverables described herein, and Provider has represented that it has the skill, personnel and resources necessary to perform such services in accordance with the terms of this Request.

WHEREAS, the parties desire to set forth the scope, schedule and financial terms under which Provider will undertake the requested work and Requester will compensate Provider.

WHEREAS, this Business Working Request is intended to memorialize Requester’s operational requirements and to constitute the controlling terms between the parties for the requested engagement pending execution of any further formal agreement.

Scope of Work

Payment Terms

Total Estimated Fee:   Billing Schedule:

Invoicing and Due Date: Provider shall submit invoices to Requester in accordance with the billing schedule. Payment is due within days of receipt of a proper invoice.

Late Payment: Unpaid amounts shall incur interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law, commencing after a grace period of days following the invoice due date. Provider may suspend performance if amounts remain unpaid after written notice and an additional days cure period.

Term and Termination

Commencement Date:   Anticipated Completion Date:

Either party may terminate this Request for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for cause shall be permitted where a non‑breaching party provides written notice of material breach and the breach remains uncured after days.

Upon termination, Requester will pay Provider for all services performed and reasonable expenses incurred through the effective date of termination, subject to any offsets for Provider defaults.

Confidentiality

Each party acknowledges that in connection with the requested work it may obtain Confidential Information of the other party. "Confidential Information" means non‑public information disclosed in any form that is identified as confidential or that, by its nature, would reasonably be considered confidential. Each party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own similar information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Request; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations above do not apply to information that is (i) or becomes publicly available other than by breach of this Request; (ii) rightfully received from a third party without restriction; or (iii) independently developed by the receiving party without use of Confidential Information. A party may disclose Confidential Information as required by law, provided it gives prior notice to the disclosing party to seek protective relief where practicable.

 I acknowledge and agree to the confidentiality obligations set forth above.

Governing Law; Independent Contractor

This Request shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of courts located in that State for disputes arising out of this Request.

Provider is engaged as an independent contractor and not as an employee, partner or agent of Requester. Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations arising from the performance of services.

Entire Agreement

This Business Working Request, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings and communications, whether written or oral. Any modification of this Request must be in writing and signed by authorized representatives of both parties.

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