Idaho Business Document Template

IDAHO BUSINESS AGREEMENT

Parties and Effective Date

This Agreement is entered into effective as of (the Effective Date), by and between the following parties:

and

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain business services described herein, and Provider has the qualifications, experience, and ability to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties intend for Provider to furnish deliverables and services as requested by Client on the terms set forth below, and the parties desire that the rights, duties, and obligations of each party be governed by this Agreement.

Scope of Work

Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Provider shall provide all labor, materials, equipment, and supervision necessary to complete the services unless otherwise specified.

Payment Terms

As consideration for the services, Client shall pay Provider as set forth below. Unless otherwise agreed in writing, all payments shall be made in United States dollars.

Invoices shall be submitted by Provider to Client in accordance with the schedule above and are due within days of receipt unless a different period is specified in writing. Late payments shall accrue interest at the lesser of (a) per month (annualized) or (b) the maximum rate permitted by Idaho law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

Term and Termination

The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the intended termination date. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not release either party from obligations incurred prior to the effective date of termination, including obligations to pay for services performed and deliverables delivered.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all nonpublic 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. Confidential Information includes, without limitation, business plans, pricing, financial information, customer and supplier lists, technical data, and trade secrets.

The receiving party shall: (a) hold the disclosing party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except as permitted under this Agreement; and (c) use the Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider shall retain ownership of its pre-existing intellectual property and tools. Upon full payment of amounts due under this Agreement, Provider assigns to Client all right, title and interest in and to any work product and deliverables specifically prepared for Client pursuant to this Agreement, excluding Provider's pre-existing materials and general skills, know-how, and trade secrets. Provider may retain copies of deliverables solely for archival purposes and to document Provider's experience.

Representations, Warranties and Indemnification

Each party represents that it has the authority to enter into this Agreement. Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement; provided that the indemnified party promptly notifies the indemnifying party of any such claim and cooperates in the defense.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ITS OBLIGATIONS UNDER THE INDEMNIFICATION PROVISIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Notices

All notices, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation between senior representatives. If the parties are unable to resolve the dispute within sixty (60) days, either party may pursue any remedies available at law or in equity in the state or federal courts located in Idaho.

Entire Agreement; Amendment

This Agreement, including any attachments and written 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, proposals, representations, and understandings, whether written or oral. No amendment to this Agreement 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, the remaining provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement shall be effective unless in writing signed by the waiving party. The parties are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, or employment relationship between the parties.

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