Miscellaneous WWREA Template

MISCELLANEOUS WWREA TEMPLATE

This Agreement is entered into on Effective Date: by and between:

Client Name: (referred to in this Agreement as "Client")

Service Provider Name: (referred to in this Agreement as "Provider")

WHEREAS

WHEREAS, Client requires certain services and deliverables relating to the project described herein; and

WHEREAS, Provider has represented that it possesses the professional capability, personnel, and resources to perform the work and deliverables described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Provider shall perform the services and provide the deliverables described below in accordance with accepted professional practices, the schedule, and the acceptance criteria set forth by Client.

2. Payment Terms

Client shall pay Provider the Total Compensation specified below in accordance with the payment schedule. All payments are due in U.S. dollars unless otherwise agreed in writing.

Payments are due within days of receipt of a properly rendered invoice. Overdue amounts shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within 30 days after written notice.

4. Confidentiality

Each party (the "Receiving Party") shall protect confidential information disclosed by the other party (the "Disclosing Party") using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information excludes information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed by the Receiving Party without reference to the Disclosing Party's confidential information, or (d) required to be disclosed by law or court order (provided the Receiving Party gives prompt notice and cooperates to seek protective measures).

The obligations of confidentiality survive for years following termination or expiration of this Agreement. Irreparable harm may result from breach of confidentiality; accordingly, the Disclosing Party is entitled to injunctive relief in addition to any other remedies.

5. Independent Contractor; Representations

Provider shall perform services as an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the parties. Provider represents and warrants that it has full right, power, and authority to enter into and perform under this Agreement, that the services will be performed in a professional manner, and that deliverables will not infringe third-party intellectual property rights.

Provider acknowledges and agrees that Provider is an independent contractor and not an employee of Client.

6. Limitation of Liability

Except for liability arising from willful misconduct or breaches of confidentiality, in no event shall either party be liable to the other for indirect, incidental, special, exemplary, or consequential damages, including lost profits. The aggregate liability of either party under this Agreement shall be limited to the total compensation paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within 30 days, either party may pursue any rights or remedies available in a court of competent jurisdiction.

8. Entire Agreement; Amendments

This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

9. 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, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice in accordance with this section.

Sign Now