Business contract template

The Parties enter into this Contract for the following purpose: Purpose of the contract.

Party A will: Party A obligations.

Party B will: Party B obligations.

Schedule 1 lists the deliverables, deadlines, delivery details, acceptance criteria and prices in more detail. Schedule 1 controls on those points. On everything else, the main terms of this Contract prevail unless Schedule 1 names the clause it changes.

Each Party will cooperate in good faith, give the other Party the information it reasonably needs on time, and tell it promptly about anything that could delay or prevent its performance.

A change to what either Party does applies only once both Parties have signed a written amendment, which may be signed electronically, stating its effect on deadlines and price.

Payment arrangement

Unless no money is payable under this Contract, invoices are issued on the dates in Schedule 1 or, if none are stated, on delivery, in the currency stated in Schedule 1. They are payable within Payment term after they are received. Amounts are exclusive of VAT, sales tax and similar taxes, which are added where they apply. Expenses are reimbursed only if approved in writing in advance.

A Party that disputes an invoice will tell the other Party in writing promptly, with its reasons, and pay the undisputed part on time. A late notice does not waive a valid objection.

Overdue amounts carry interest at the rate set by law for late commercial payments or, if no such rate applies, at 1 percent per month, but never more than the law allows.

Each Party will deliver what it owes under this Contract by the deadlines and at the place or in the way stated in Schedule 1.

The receiving Party will check each delivery against this Contract within Inspection period after receiving it and tell the delivering Party in writing about any defect, with reasonable details. If it does not, the delivery counts as accepted. Defects that a reasonable check could not find must be reported promptly once discovered.

The delivering Party will fix, replace or redo a defective delivery at its own cost within a reasonable time after notice. If it does not, the receiving Party may reduce the price fairly or, for a material defect, end this Contract for that delivery and get back what it paid for it, without losing its other remedies.

Unless Schedule 1 says otherwise, ownership of physical goods passes free of any lien on delivery at the agreed place, and the risk of loss or damage passes when the receiving Party takes possession of them.

This Contract starts on Start date and End of the contract.

Ending without a reason

Either Party may end this Contract by written notice if the other Party commits a material breach that cannot be remedied, or does not remedy a material breach within 30 days after receiving written notice describing it. Subject to any limits set by law, either Party may also end it if the other Party enters formal insolvency proceedings or permanently stops the business needed to perform this Contract.

When this Contract ends, each Party pays for conforming performance it received up to the end date and refunds advance payments for performance not delivered. A Party ending it for convenience also reimburses the other Party’s reasonable, documented costs that cannot be cancelled and were approved in writing in advance.

On request, each Party returns or deletes the other Party’s materials and confidential information, except what it needs to use licensed deliverables and copies it must keep by law or that sit in routine backups, which stay confidential. Rights and obligations that arose before the end date, and the clauses meant to continue, such as payment, defect remedies, confidentiality, intellectual property, liability and disputes, continue to apply.

Each Party will keep confidential the terms of this Contract and all non-public information it receives from the other Party, including before this Contract was signed, use it only to perform this Contract and exercise its rights under it, and protect it with at least reasonable care.

This does not apply to information that is or becomes public without the receiving Party’s fault, that it already knew or lawfully receives from a third party, or that it develops independently.

A Party may disclose confidential information to its employees, advisers and subcontractors who need to know it and are bound by equivalent confidentiality duties, and remains responsible for them. If the law requires a disclosure, the Party will disclose only what is required and, where the law allows, tell the other Party first.

These obligations last during this Contract and for Confidentiality period after it ends, and for trade secrets as long as they remain trade secrets.

Each Party will comply with applicable data protection law. Before either Party processes personal data on behalf of the other, the Parties will sign a data processing agreement that covers the processing details, instructions, security, breach notification, assistance, subprocessors, audits, international transfers and return or deletion of the data.

Each Party keeps the intellectual property it owned before this Contract or creates independently of it.

Unless Schedule 1 says otherwise, each Party keeps the intellectual property in what it creates under this Contract, and once the delivery has been paid for, or on delivery if no price is payable, grants the receiving Party a permanent, worldwide, non-exclusive, royalty-free license to use, copy, modify and share it as reasonably needed for the purpose in 1..

Each Party may use the other Party’s name and logo publicly only with its prior written consent.

Each Party promises that:

Subject to the exceptions below, neither Party is liable for indirect or consequential loss. Direct loss of profit or revenue and reasonable costs of restoring lost data remain recoverable, subject to the limit below.

Subject to the exceptions below, each Party’s total liability under this Contract is limited to the greater of the amounts paid and payable under it in the 12 months before the event giving rise to the claim, and Minimum liability amount. For a breach of 6. or 7., the limit is three times that amount.

These limits do not apply to the obligation to pay agreed prices, fraud, intentional misconduct or gross negligence, death or personal injury, or any other liability that cannot be limited by law.

The Parties are independent businesses. Nothing in this Contract creates an employment, partnership, joint venture or agency relationship, and neither Party may bind the other.

This Contract, including Schedule 1, is the entire agreement between the Parties about its subject and replaces all earlier agreements about it.

Changes to this Contract are valid only in writing, signed by both Parties. Signatures may be electronic.

Neither Party may transfer this Contract without the other Party’s prior written consent, which will not be unreasonably withheld.

A Party prevented from performing by events beyond its reasonable control will tell the other Party promptly, take reasonable steps to limit the effect, and is excused only as far as and as long as it is prevented. This does not excuse payment of amounts already due. If such an event lasts more than 60 days in a row, either Party may end the affected obligations by written notice.

Notices must be in writing and may be sent by email to Party A notice email for Party A and Party B notice email for Party B. An email notice counts as received on the next business day after it is sent, unless the sender gets a delivery failure message. Either Party may change its notice address by notice.

If any provision is invalid or unenforceable, the rest of this Contract remains in force, and the Parties will replace it with a valid provision that comes closest to its purpose.

This Contract may be signed in counterparts and electronically, and each signed copy is an original.

This Contract and any non-contractual obligations arising from it are governed by the laws of Governing law, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

The Parties will try in good faith to settle any dispute within 30 days after one Party describes it in writing. After that, the courts of Place of jurisdiction have exclusive jurisdiction. Either Party may still seek urgent interim relief from a competent court, or start proceedings early to meet a legal deadline.