Business Agreement Contract Template

​[Client.Company], with a business address at [Client.StreetAddress][Client.Country][Client.State][Client.PostalCode] (“Client”), and [Sender.Company], with a business address at [Sender.StreetAddress][Sender.City][Sender.State][Sender.PostalCode] (“Provider”), enter into this Business Contract (this “Business Contract” or this “Agreement”) for the performance of services as set forth in the statement of work (each, a “Statement of Work”) attached to and made part of this Agreement, from time to time as Exhibits, on the following terms and conditions:

SCOPE OF WORK

Statements of Work will be negotiated under this agreement.

The work to be performed by Provider under this Business Contract (“Services”) shall be as set forth in Provider’s Statements of Work.

Provider will exercise their best efforts to complete the Services in a professional and diligent manner, on the schedule and at the price stated in each Statement of Work. Provider shall supply, at Provider’s sole expense, all necessary off-site equipment, tools, materials, and/or supplies, if any, to perform the Services.

If Client provides any equipment, tools and/or materials, it will be used exclusively for Client-related projects and it will be returned at the conclusion of the work described in this Agreement. No subcontractors or consultants shall be engaged to carry out any part of the Services without prior written permission of Client. Client shall have the right at any time to request the immediate replacement of Provider’s personnel.

TERM

The term of this Agreement is for (X) number of (months or years) from the date of its execution by Provider or until the completion of the work described in any Statement of Work, whichever is applicable.

PAYMENT

Provider will invoice Client for Services performed within (X) number of days of performance. Client will pay Provider as set forth in each Statement of Work within (X) number of days of receipt and acceptance of such invoice. It is understood that payments to Provider for services rendered shall be made in full as agreed upon, without any deductions for taxes of any kind whatsoever, in accordance with Provider’s status as an independent contractor.

ACCEPTANCE

The Deliverables, as defined in each Statement of Work, shall be deemed accepted by Client upon completion of the following acceptance test:

1. Immediately upon receipt of said Deliverables, Client shall promptly, but in any event not more than 10 business days (“Acceptance Period”), perform testing of the Deliverables to confirm that the Deliverables perform in accordance with the documentation or other standards applicable thereto as set forth in the applicable Statement of Work;

2. Within 2 business days following the end of the Acceptance Period, Client shall either provide Provider with written acceptance of the Deliverables, or deliver to Provider a detailed written statement of nonconformities to be corrected prior to Client’s acceptance of the Deliverables.

Any such written statement of nonconformities shall provide sufficient detail to enable Provider to remedy the failure to conform to the completion criteria contained in the applicable Statement of Work.

Unless otherwise agreed to in writing by the parties, Provider will redeliver corrected Deliverables to Client within a reasonable amount of time after receipt of such statement of nonconformities.

Following redelivery of corrected Deliverables, a new acceptance test shall be immediately commenced by Client. If Client fails to provide a written acceptance or a written statement of nonconformities within two (2) business days following the last Acceptance Period (or such other mutually acceptable period) of initial receipt of said Deliverables, the Deliverables shall be deemed as accepted by Client.

INTELLECTUAL PROPERTY

1. Client will retain ownership of any data, information or intellectual property furnished to Provider in connection with this Agreement. Client will own any intellectual property that results from the Services, including and without limitation software (in both machine-readable form and in source code form), data, and other information, excluding any intellectual property generated by Provider in performing the Services that relates solely to Provider’s business, which shall be the property of Provider; provided that Client shall have the right to use such Provider intellectual property in accordance with the following license terms:

2. Client may use Provider Intellectual Property solely in connection with the services, for the purpose for which those products were originally purchased.

3. Client may not transfer, sell, or otherwise dispose of any Provider Proprietary Items without the prior written consent of Provider.

4. This license gives no title or ownership rights in Provider Intellectual Property or related intellectual property to Client.

5. If software source code is delivered to Client under this license, Client agrees to keep the source code strictly confidential. If software object code is delivered, Client will not copy or modify the software or subject the software to any process intended to create computer source code from Provider Intellectual Property.

6. Client agrees to retain or reproduce on all copies of any Provider Intellectual Property all copyright notices and other proprietary legends and all trademarks or service marks of Provider.

7. Client will have no rights to assign or sell the license granted herein to others.

8. Separate licensing agreements will be negotiated for any of Provider’s commercial off- the-shelf type products, if such items are ordered by Client.

CONFIDENTIALITY

For purposes of this Agreement, the term “Information” shall mean any information that Provider may receive from Client pursuant to this Agreement where such information (a) if Provider receives it in written form, is marked “confidential” and (b) if Provider does not receive it in written form, is declared by Client in writing to be confidential within thirty (30) days after disclosure.

Provider shall maintain the Information in confidence with the same degree of care they hold their own confidential information. Provider shall not use the Information except to perform the Services.

Provider will disclose the Information only to its officers and employees directly concerned with the Statements of Work, but will neither disclose the Information to any third party nor use the Information for any other purpose.

Provider’s obligation of nondisclosure and the limitations upon the right to use the Information shall not apply to the extent that Provider can demonstrate that the Information:

1. was in the possession of Provider prior to the time of disclosure; or

2. is or becomes public knowledge through no fault or omission of Provider; or

3. is obtained by Provider from a third party under no obligation of confidentiality to Client.

All Information will be returned or, in the case of the Statements of Work, delivered to Client upon termination of this Business Contract for any reason, except for one copy, which Provider may use for the sole purpose of determining its continuing confidentiality obligation to Client under this Agreement.

All obligations of Provider under this Section shall survive the termination of this Agreement for a period of five (5) years.

INDEMNIFICATION

Provider understands that, since Provider is an independent contractor, any personal injury or property damage suffered by Provider in the course of carrying out any duties under this Agreement will be Provider’s sole responsibility. No worker’s compensation insurance shall be obtained by Client concerning Provider or any of Provider’s employees. Provider shall comply with worker’s compensation laws and shall provide a certificate of worker’s compensation insurance, where applicable.

Client agrees to indemnify and hold Provider harmless against all claims, demands, suits, liabilities, losses, damages or injuries (collectively “Liabilities”) that arise out of Client’s use of the Services, except to the extent such Liabilities result from the negligence or wrong doing of Provider. Provider agrees to indemnify and hold Client harmless against all claims, demands, suits, liabilities, losses, damages or injuries that arise out of Provider’s performance of this Agreement, except to the extent such Liabilities result from the negligence or wrong doing of Client.

LIMITATION OF LIABILITY

In no event will either party be liable for any SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES.

NOTICES

Any notices permitted or required pursuant to this Agreement shall be deemed effective if made in writing and sent, postage prepaid, return receipt requested, or by overnight delivery, as follows:

If to Client: [Client.StreetAddress][Client.City][Client.State][Client.PostalCode]

Invoices should be sent to the following address: [Client.StreetAddress][Client.City][Client.State][Client.PostalCode]

If to Provider: [Sender.StreetAddress][Sender.City][Sender.State][Sender.PostalCode]

ENTIRE AGREEMENT

This Agreement sets forth the entire agreement between Client and Provider as to its subject matter. None of the terms of this Business Contract shall be amended except in writing and signed by both parties.

TERMINATION FOR CONVENIENCE

Client may terminate this Agreement or any Statement of Work without cause by giving (X) number of days notice to Provider in writing. If Client terminates this Agreement, Client’s only obligation shall be to pay Provider for the Services performed up to the date of termination, at the rate provided, for Time and Material type Statements of Work, under the applicable Statements of Work.

For Fixed Price type Statements of Work, Client shall be obligated to pay for all completed Deliverables plus any work in progress up to the date of termination. Upon termination or expiration of this Agreement, Provider will assemble and turn over in an orderly fashion to authorized representatives of Client all documents, write-ups, notes, computer programs, and other material related to the Services. Client may terminate this Agreement immediately for cause and shall incur no liability for Services not satisfactorily performed.

TERMINATION FOR BREACH

If either party breaches this Agreement, the other may terminate this Agreement if the breaching party does not cure the breach within thirty (30) days of written notice of the same. Termination shall be without prejudice to any rights which may have been accrued to either party before termination.

FORCE MAJEURE

Neither Client nor Provider shall be liable for failure of or delay in performing obligations set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters or any causes reasonably beyond the control of Client or Provider.

AUTHORITY AND COMPLIANCE

Provider has the right and authority to enter into and perform their obligations under this Agreement. Provider will perform all obligations under this Agreement in accordance with all applicable governmental laws, rules, and regulations.

CHOICE OF LAW

This Agreement shall be construed in accordance with the laws of the State of [Sender.State].

IN WITNESS WHEREOF the parties have caused this Business Contract to be executed and delivered by their duly authorized representatives.

REASONABLE EFFORTS

Both parties agree to put in their best effort to ensure a cordial working relationship. Aside from this, the Provider also agrees to share its products with the Client in good faith, guaranteeing the product works well, and is up to the mark. If any part of the product is or becomes defective due to no fault of the Client, the Provider agrees to help remedy the situation by providing a replacement (if applicable), or by helping the product get back to its original state.

DISPUTES AND RESOLUTIONS

In case of any disputes between either party, they have three ways to seek remedy:

Mediation:

It is preferred that both parties try to resolve the issue amongst themselves without the help of a third-party agent, agency, arbitrator, or any judge or jury.

Arbitration:

In case both parties fail to agree to settlement terms, either due to the settlement amount or otherwise, they may then enlist the help of an arbitrator, or any unbiased third parties to help remedy the situation.

Court:

If matters are not settled by using both the aforementioned options, the parties may then approach the court to discuss matters of dispute in front of a judge or jury. The final verdict of the court will be upheld as the solution to the dispute.

In the case that the dispute has arisen due to workplace harassment, the grieving party may choose to skip the stages of mediation and arbitration, and directly seek legal remedies.

NO SOLICITATION

Both parties agree that they will not solicit or poach, either for themselves or for any other party, any employees, clients, volunteers, interns, or any other stakeholders, during the time this contract is enforceable.

If either party is found to have poached any talent, they will be required to pay a fee of no more than $(insert amount), which would be awarded to the grieving party.

NO MODIFICATIONS UNLESS IN WRITING

If any party wishes to terminate, alter, or modify, any part of this contract, they will then need to let the other party know in writing at least seven (7) days in advance. If the other party agrees and accepts the mentioned modifications, they will need to show their consent on a written document, which can then be used as proof.

If the other party doesn’t consent to this modification, then the contract shall remain as is, and no part of the contract will be severed.

SEVERABILITY

If any part of this contract is found to be untrue, invalid, or unenforceable, either in part or whole, then the remaining provisions in the contract shall remain to be true otherwise, and stayenforceable for the duration of the contract.

SELLER REPRESENTATIONS AND WARRANTIES

The Provider agrees that all their products have been rigorously tested and are ready to be used, without the risk of any harm. The Provider warrants the product will work in its best condition for at least a year if treated as intended. Should the product fail to do so, the Provider may either issue a refund or exchange the product for a replacement at the Client’s discretion.

RISK OF LOSS

Once the product has been shipped and delivered to the Client, and any accidents happen therein, the Provider will not be responsible for any damages, arising out of the delivery person’s or the Client’s own fault. The Client understands and accepts this provision.

WORKPLACE RELATIONSHIPS

Both parties understand that, for the duration of this contract, any workplace relationships outside strictly professional ones arising between the employees of the Provider and the Client are to be reported to the H.R. departments of both organizations. Failing to do so might result in a written notice and/or any disciplinary policy in place at either organization for its respective employees.

ASSIGNMENT

If the Client wishes that their product be given to any other party but themselves, they will need to provide a written notification stating the name of the person collecting the delivery, their relationship, and express permission of Provider to hand over the products to the named party.

ACCEPTANCE FORM

Please sign below to indicate your approval of the business contract: