Business WTR Document

Business WTR Document

This Business WTR Document ("Agreement") is entered into effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires the transfer, performance and/or management of certain business work, deliverables and related responsibilities described herein (the "Work"); and

WHEREAS, Service Provider represents that it has the qualifications, experience and capacity to perform the Work and is willing to perform such Work under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality, term and other terms that will govern the transfer and performance of the Work.

Scope of Work

Service Provider shall perform the Work described below in a professional and workmanlike manner in accordance with generally accepted industry standards. The parties agree that the Work shall include, at minimum, the tasks and deliverables set forth in the Scope of Work field below, and any additional written change orders executed by the parties.

Payment Terms

In consideration for the performance of the Work, Client shall compensate Service Provider in accordance with the terms set forth below. All amounts are payable in United States currency unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on and shall continue in force until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate this Agreement immediately for material breach if the other party fails to cure such breach within thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Work performed and accepted prior to the effective date of termination.

Confidentiality

"Confidential Information" means any 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, customer lists, and technical information. The receiving party shall (a) use Confidential Information solely for the purpose of performing under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is lawfully received from a third party without restriction, (iii) is independently developed without use of Confidential Information, or (iv) is required to be disclosed by law or valid legal process; provided that the receiving party shall give prompt written notice of any compelled disclosure and cooperate with reasonable efforts to limit or protect such disclosure.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that performance will not violate any applicable law or contract. Service Provider further warrants that the Work will be performed in a professional manner consistent with industry standards.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party shall not exceed the total fees paid or payable under this Agreement in the twelve (12) month period prior to the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Notices are effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflicts of law principles.

Entire Agreement; Amendment

This Agreement, including any exhibits or written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent and economic effect of the invalid provision.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Electronic or scanned signatures shall be binding and have the same effect as original signatures.

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