Business WTR Template

BUSINESS WTR TEMPLATE

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services and deliverables described in this Agreement, and Service Provider represents that it has the expertise, personnel, and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties intend that the terms and conditions set forth in this Agreement govern the scope of services, payment, confidentiality, and other rights and obligations between the parties effective as of the Effective Date set forth below.

Effective Date:

Scope of Work

Service Provider shall perform the services and deliver the work product described below. Service Provider shall perform all services in a timely, workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the services performed, Client shall pay Service Provider as set forth in this section. All amounts are payable in lawful currency unless otherwise agreed in writing.

Late Payment: If any undisputed amount payable by Client is not paid within days after the due date, such overdue amount shall accrue interest at or the maximum rate permitted by applicable law, whichever is lower. Client shall also reimburse Service Provider for any collection costs, including reasonable attorney fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether oral, written or electronic, 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.

Obligations: Receiving Party shall (a) use Confidential Information only to perform its obligations 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 employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was in the Receiving Party's possession prior to receipt from the Disclosing Party without an obligation of confidentiality; (iii) is received from a third party without restriction and without breach of a confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Remedies: The parties acknowledge that a breach of this Section would cause irreparable harm for which monetary damages may be inadequate and that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years except for trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, overnight courier, or email with confirmation. Notices shall be effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments expressly 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 of the parties, whether written or oral. 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 delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety 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 remainder of this Agreement shall remain in full force and effect.

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