NJMLS Business Document Template

NJMLS Business Document Template

WHEREAS

WHEREAS, Party A (Provider) Name: is engaged in the business of providing services and products related to multiple listing services, data exchange and related business operations; and

WHEREAS, Party B (Recipient) Name: desires to retain Provider to perform certain services as described herein and Provider agrees to perform such services subject to the terms of this Agreement.

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

Scope of Work

Provider shall perform the services described below and deliver the deliverables set forth. The Scope of Work shall include all tasks, milestones and specific obligations of Provider described in the following field. Any material changes to the Scope of Work shall require a written amendment signed by authorized representatives of both parties.

Payment Terms

Compensation to Provider shall be as follows. All fees are exclusive of taxes unless otherwise stated. Provider shall submit invoices in accordance with the schedule below and Recipient shall pay undisputed amounts in accordance with the payment schedule.

If any undisputed invoice is not paid within the period set forth above, Recipient agrees to pay interest on the overdue amount at the rate set forth in the Late Payment Fee field and to reimburse Provider for reasonable collection costs, including attorneys' fees, to the extent permitted by law.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered not less than Notice Period (Days): days to the other party. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Recipient of the obligation to pay for services performed and approved deliverables delivered prior to termination.

Confidentiality

Each party (the "Recipient") shall keep confidential and shall not disclose to any third party any Confidential Information disclosed by the other party (the "Discloser") except as permitted herein. "Confidential Information" means non-public business, technical, financial and other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidentiality Duration (Years): years from the date of disclosure. The obligations set forth herein shall not apply to information that: (a) is or becomes generally available to the public through no wrongful act of Recipient; (b) Recipient can demonstrate was already known to Recipient without obligation of confidentiality; or (c) is rightfully received from a third party without restriction.

The parties acknowledge that Recipient may disclose Confidential Information as required by law or regulation; such disclosure shall be limited to the extent reasonably necessary and Recipient will, where not prohibited, provide prompt written notice to Discloser prior to such disclosure.

Recipient may disclose Confidential Information as required by applicable law, regulation, subpoena or court order provided Recipient uses reasonable efforts to limit such disclosure and to seek confidential treatment.

Independent Contractor; Compliance

Provider is an independent contractor and nothing in this Agreement shall be construed as creating an employment, joint venture, agency or partnership relationship between the parties. Provider shall comply with all applicable laws, rules and regulations in performing the services.

Indemnification

Each party shall indemnify and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement; provided, however, that the indemnified party provides prompt written notice of any claim and cooperates in the defense as reasonably requested.

Governing Law and Venue

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

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

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

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. The headings in this Agreement are for convenience only and shall not affect its interpretation.

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