Smart Business Document Template

SMART BUSINESS DOCUMENT TEMPLATE

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, the Client requires certain professional services as described in this Agreement; and

WHEREAS, the Service Provider represents that it has the expertise, personnel, and resources to perform the services described herein and is willing to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term and other terms governing the engagement between them.

Scope of Work

The Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards and shall provide all labor, materials, equipment and supervision necessary to complete the work unless otherwise agreed in writing.

Payment Terms

Invoices shall be submitted by the Service Provider in accordance with the payment schedule. Payments are due within days of invoice receipt unless otherwise agreed in writing.

Any past-due amount shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred in recovering overdue amounts.

Check   Wire Transfer   Credit Card

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, the Service Provider shall be entitled to payment for all services performed and expenses reasonably incurred through the effective date of termination, subject to any setoffs for Client damages or unpaid amounts.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other party, whether orally, in writing, or by inspection of tangible objects, 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 excludes information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to any third parties except as expressly permitted in this Agreement, and (iii) use the Confidential Information only to perform obligations or exercise rights under this Agreement. The obligations set forth in this Section shall survive termination of this Agreement for a period of years.

Indemnification

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's breach of this Agreement, negligence, willful misconduct, or violation of applicable law, except to the extent such claims arise from the Indemnitee's negligence or willful misconduct.

Governing Law

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

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments expressly 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, negotiations and understandings, whether written or oral. No amendment or modification of 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 continue in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. The parties are independent contractors and nothing in this Agreement shall create an agency, partnership, joint venture or employment relationship between them.

Notices

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