Portland Business Document Template

PORTLAND BUSINESS AGREEMENT

Parties

Agreement Date:

Recitals

WHEREAS, Client Name: seeks to engage Service Provider Name: to perform certain business services in the Portland metropolitan area; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement and agrees to provide such services under the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, compensation, confidentiality, and termination of the engagement.

Scope of Work

Service Provider shall perform the services as described below. Services shall be performed in a professional and workmanlike manner in accordance with industry standards. Any changes to the scope must be agreed in writing by both parties.

Payment Terms

Total Compensation: $ . Client shall pay Service Provider in accordance with the schedule below.

Invoicing: Service Provider shall submit itemized invoices to Client. Unless otherwise agreed in writing, Client shall remit payment within days of receipt of an undisputed invoice.

Late Payment: Overdue amounts shall incur a late fee of % per month on the outstanding balance, or the maximum allowed by law, whichever is less. Client shall also pay reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

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 immediately upon material breach by the other party that remains uncured for a period of 10 days after written notice.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party 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, financial data, customer lists, and trade secrets.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those hereunder; and (c) exercise at least reasonable care to protect Confidential Information from unauthorized disclosure.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally known to the public through no wrongful act of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is lawfully received from a third party without confidentiality obligations; or (iv) is independently developed without use of Confidential Information.

Duration: Confidentiality obligations shall continue for following the termination or expiration of this Agreement.

Mutual Confidentiality: Check to confirm obligations are mutual

Indemnification and Insurance

Indemnity: Each party agrees to defend, indemnify and hold harmless the other party from and against any third-party claims, liabilities, damages, and reasonable attorneys' fees arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

Insurance: Service Provider shall maintain commercial general liability insurance and professional liability insurance in amounts reasonable for the scope of services and shall provide certificates of insurance upon Client's written request.

Notices

All notices, requests, and other communications hereunder shall be in writing and delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested).

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in Portland, Oregon, unless the parties mutually agree otherwise in writing. Each party shall bear its own costs and attorneys' fees in arbitration unless the arbitrator awards otherwise.

Entire Agreement; Severability

Entire Agreement: This Agreement, including any exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether oral or written.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

Amendments

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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