Clearly identify and define the parties involved in this business agreement contract template, including the legal names, addresses, and contact information of both businesses.
[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:
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.
Explicitly outline all terms and conditions of the B2B contract agreement, including payment terms, delivery schedules, quality standards, warranties, and dispute resolution mechanisms. It’s important to be specific and leave no room for ambiguity to protect the interests of both parties.
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.
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.
The Deliverables, as defined in each Statement of Work, shall be deemed accepted by Client upon completion of the following acceptance test:
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;
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.
If necessary, include clauses that protect the confidentiality of sensitive business information and outline obligations regarding non-disclosure of proprietary or confidential information in this business agreement contract template.
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:
Client may use Provider Intellectual Property solely in connection with the services, for the purpose for which those products were originally purchased.
Client may not transfer, sell, or otherwise dispose of any Provider Proprietary Items without the prior written consent of Provider.
This license gives no title or ownership rights in Provider Intellectual Property or related intellectual property to Client.
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.
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.
Client will have no rights to assign or sell the license granted herein to others.Separate licensing agreements will be negotiated for any of Provider’s commercial off- the-shelf type products, if such items are ordered by Client.