Draft Agreement Template

DRAFT AGREEMENT TEMPLATE

Parties

Recitals

WHEREAS, Client Name: seeks to obtain certain services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience and capability to perform such services under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows effective as of .

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. Services shall include, but are not limited to, the tasks, deliverables, milestones, and acceptance criteria set forth by Client and agreed in writing.

Payment Terms

Client shall pay Service Provider the fees described below in consideration for the services performed under this Agreement. Fees are exclusive of taxes unless otherwise stated.

Invoices shall be submitted by Service Provider to Client in accordance with the payment schedule. Client shall pay undisputed invoiced amounts within days of receipt. Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs and attorneys’ fees incurred in enforcing payment.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall cease work and deliver any completed deliverables, and Client shall pay for services performed and authorized expenses incurred through the effective date of termination, subject to any offsets permitted by this Agreement.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other party ("Recipient") either directly or indirectly, whether in writing, orally, or by inspection, 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. Confidential Information does not include information that (i) is or becomes publicly available through no breach by Recipient, (ii) was rightfully known by Recipient prior to disclosure without restriction, (iii) is independently developed by Recipient without use of Discloser's Confidential Information, or (iv) is rightfully obtained by Recipient from a third party without restriction.

Recipient shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Recipient shall take all reasonable measures to protect Confidential Information from unauthorized use or disclosure.

The obligations of confidentiality shall survive termination of this Agreement for a period of , except with respect to trade secrets, for which protection shall continue for as long as such information remains a trade secret under applicable law. Recipient may disclose Confidential Information to the extent required by law or court order, provided Recipient gives Discloser prompt written notice and reasonably cooperates with Discloser's efforts to seek protective treatment.

Representations; Limitation of Liability

Each party represents that it has the full right, power, and authority to enter into this Agreement. Service Provider represents that the services will be performed in a professional and workmanlike manner consistent with industry standards.

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable for indirect, incidental, consequential, punitive, or special damages, and each party’s aggregate liability under this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or related to this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits, schedules, and written statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, the remainder of that provision and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party’s obligations.

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