CD PASC Business Document Template

CD PASC Business Document Template

This Business Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Party Information

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain business, consulting, and technical services described herein, and Provider has represented that Provider has the expertise and capacity to perform such services;

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will deliver services and Client will compensate Provider;

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

1. Scope of Work

Provider shall perform the services and deliverables described below. Provider will use commercially reasonable efforts to complete the work in accordance with the schedule agreed in writing by the parties.

2. Payment Terms

Compensation: Client shall pay Provider a fee equal to $ for the services described in Section 1, subject to adjustments only as provided herein.

Invoicing and Payment Terms: Provider shall submit invoices to Client. Invoices are due and payable within days of receipt. Client shall provide written notice of any disputed amounts within ten (10) days of receipt of an invoice; undisputed amounts remain payable.

Late Fee: Any undisputed amount not paid when due shall accrue interest at % per month (or the maximum rate permitted by law), together with any costs of collection, including reasonable attorneys' fees.

3. Term and Termination

Term: The Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice of such breach.

Effect of Termination: Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, limitation of liability, and governing law shall survive termination.

4. Confidentiality

Definition: "Confidential Information" means 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, customer lists, pricing, technical data, and trade secrets.

Obligation: Receiving party shall (a) use Confidential Information solely for the purposes of performing this Agreement, (b) restrict disclosure to its employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care.

Exclusions: Confidential Information does not include information that is (i) publicly available through no breach by the receiving party, (ii) known to receiving party prior to disclosure, (iii) independently developed without use of the disclosing party's Confidential Information, or (iv) rightfully received from a third party without restriction.

Duration: The obligations set forth in this Section shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

5. Limitation of Liability; Indemnification

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of this Agreement shall not exceed the total amount paid or payable by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its negligence, willful misconduct, or breach of its representations, subject to the limitations set forth in this Agreement.

6. 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 disputes arising under this Agreement.

7. Entire Agreement; Amendments

This Agreement, including any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

8. Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to another address designated by a party in writing.

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