Washington Business Document Template

Washington Business Document Template

This Business Agreement ("Agreement") is entered into as of by and between:

Individual   Corporation   Limited Liability Company (LLC)   Partnership   Other

Individual   Corporation   Limited Liability Company (LLC)   Partnership   Other

RECITALS

WHEREAS, Client engages Provider to perform certain business services described herein, and Provider has represented that it has the competence, experience and resources to perform such services in accordance with the terms of this Agreement; and

WHEREAS, Client desires to engage Provider, and Provider desires to provide the services described in this Agreement, on the terms and conditions set forth herein;

WHEREAS, the parties intend for this Agreement to set forth their entire understanding with respect to the subject matter herein and to govern all transactions between them related to such services.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall perform the services in a professional manner consistent with applicable industry standards.

PAYMENT TERMS

Client shall pay Provider for services rendered as set forth below. All amounts payable under this Agreement are exclusive of taxes, duties, or similar charges imposed by any governmental authority unless otherwise stated.

Late payments shall accrue interest at a rate of per month or the maximum rate permitted by applicable law, whichever is lower, and Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work in progress and invoices for services performed through the effective date of termination. Client shall pay Provider for all undisputed work performed through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party to the other, whether disclosed orally, in writing or by inspection, 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. Each party agrees: (a) to hold Confidential Information of the other in strict confidence and not to disclose such information to any third party except as permitted by this Agreement; (b) to use Confidential Information only for the purposes of performing obligations under this Agreement; and (c) to take reasonable measures to protect the confidentiality of the other party's Confidential Information, which shall not be less than the measures it uses to protect its own confidential information of a similar nature.

Confidential Information shall not include information that: (i) was lawfully in the receiving party's possession prior to disclosure; (ii) is or becomes publicly known through no breach of this Agreement; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. If disclosure is compelled by law, the receiving party shall provide prompt written notice to the disclosing party to permit seeking protective relief.

INDEPENDENT CONTRACTOR; INSURANCE; INDEMNITY

Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Provider shall be responsible for all federal, state and local taxes arising from compensation and other amounts paid under this Agreement. Provider shall maintain commercially reasonable insurance and shall indemnify, defend and hold harmless Client from and against any third-party claims arising from Provider's gross negligence or willful misconduct.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may specify in writing in accordance with this section. Notice shall be effective upon personal delivery, confirmed delivery by reputable overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflicts of law principles. The parties agree that any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Washington, and each party consents to the personal jurisdiction of such courts.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, warranties, promises and agreements, 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.

SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and such invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that most closely reflects the parties' original intent.

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