[{"data":1,"prerenderedAt":519},["ShallowReactive",2],{"document-business-contract-D13818":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":169,"customdescription":6,"mdFm":170,"mdProseHtml":518},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"BUSINESS CONTRACT This Business Contract (\"Contract\") is entered into effect as of [DATE], BETWEEN: [COMPANY NAME], (\"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COUNTERPARTY NAME], (\"Counterparty\") a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PURPOSE OF THE CONTRACT 1.1 This Contract outlines the terms and conditions governing the business relationship between the Company and the Counterparty for the purpose of [SPECIFY THE PURPOSE OR NATURE OF THE BUSINESS RELATIONSHIP]. SCOPE OF SERVICES OR PRODUCTS 2.1 The Company agrees to provide the Counterparty with the following services or products as described in Exhibit A attached hereto. Exhibit A includes details about the scope, specifications, and any additional services or products agreed upon by the Parties. PAYMENT TERMS 3.1 The Counterparty shall pay the Company the fees or charges for the services or products as specified in Exhibit A or as otherwise agreed upon in writing. DELIVERY AND ACCEPTANCE 4.1 The Company shall deliver the services or products to the Counterparty according to the delivery schedule and acceptance criteria outlined in Exhibit A. 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WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":93,"description":6},"service agreement",[95,97],{"label":18,"url":96},"business-legal-agreements",{"label":18,"url":96},"/template/service-agreement-D12711",{"description":100,"descriptionCustom":6,"label":101,"pages":88,"size":102,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":107,"keywords":111,"url":112},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[108],{"label":109,"url":110},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":114,"descriptionCustom":6,"label":115,"pages":116,"size":9,"extension":10,"preview":117,"thumb":118,"svgFrame":119,"seoMetadata":120,"parents":122,"keywords":121,"url":127},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":121,"description":6},"non disclosure agreement nda",[123,124],{"label":18,"url":96},{"label":125,"url":126},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":129,"descriptionCustom":6,"label":130,"pages":8,"size":9,"extension":10,"preview":131,"thumb":132,"svgFrame":133,"seoMetadata":134,"parents":136,"keywords":135,"url":141},"SALES AGREEMENT This Sales Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [SELLER'S NAME], (\"Seller\"), an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [BUYER'S NAME], (\"Buyer\") an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] DESCRIPTION OF THE PRODUCT OR SERVICE The Seller agrees to sell and the Buyer agrees to purchase the following product or service (the \"Product/Service\") as described in Exhibit A attached hereto. PURCHASE PRICE AND PAYMENT TERMS 2.1 The Buyer shall pay the Seller the total purchase price of [Purchase Price Amount] for the Product/Service as specified in Exhibit A. 2.2 Payment shall be made in accordance with the terms and schedule provided in Exhibit A. DELIVERY 3.1 The Seller shall deliver the Product/Service to the Buyer as outlined in Exhibit A. Delivery shall be made to the address specified in Exhibit A. INSPECTION AND ACCEPTANCE 4.1 The Buyer shall have a period of [Inspection Period] from the date of delivery to inspect the Product/Service. 4","Sales Agreement","https://templates.business-in-a-box.com/imgs/1000px/sales-agreement-D13769.png","https://templates.business-in-a-box.com/imgs/250px/13769.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13769.xml",{"title":135,"description":6},"sales agreement",[137,138],{"label":18,"url":96},{"label":139,"url":140},"Purchase & Sale Agreements","purchase-sale-agreement","/template/sales-agreement-D13769",{"description":143,"descriptionCustom":6,"label":144,"pages":116,"size":9,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":150,"keywords":153,"url":154},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":149,"description":6},"letter of intent_acquisition of business",[151,152],{"label":18,"url":96},{"label":18,"url":96},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":156,"descriptionCustom":6,"label":157,"pages":158,"size":9,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":164,"keywords":163,"url":168},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":163,"description":6},"partnership agreement",[165,166],{"label":18,"url":96},{"label":21,"url":167},"partnership-agreement","/template/partnership-agreement-D12551",false,{"seo":171,"reviewer":184,"legal_disclaimer":188,"quick_facts":189,"at_a_glance":191,"personas":195,"variants":220,"glossary":245,"clauses":282,"how_to_fill":333,"common_mistakes":374,"faqs":399,"industries":430,"comparisons":455,"diy_vs_lawyer":466,"jurisdictions":479,"related_template_ids_curated":500,"schema":506,"classification":507},{"meta_title":172,"meta_description":173,"primary_keyword":174,"secondary_keywords":175},"Business Contract Template (Free Word)","Free business contract template for any B2B engagement. Covers scope, deliverables, payment, IP, confidentiality, liability, and termination. Free Word and PDF download.","business contract template",[176,177,178,179,180,181,182,183],"business contract template word","business contract template free","commercial contract template","b2b contract template","general business agreement template","business agreement template free","simple business contract template","business contract sample",{"name":185,"credential":186,"reviewed_date":187},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":190,"legal_review_recommended":188,"signature_required":188},"medium",{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"A Business Contract is a legally binding written agreement between two companies or commercial parties that defines the terms of a B2B engagement — scope of work, deliverables, payment, intellectual property, confidentiality, liability limits, and how the relationship ends. This free Word download gives you a structured, customizable starting point you can edit online and export as PDF to sign with any counterparty.\n","Use it any time two businesses agree to exchange goods, services, or value and need an enforceable written record — before work begins, before money changes hands, and before access to proprietary information is granted.\n","Party identification and recitals, scope and deliverables, payment terms and invoicing, term and renewal, confidentiality, intellectual property ownership, representations and warranties, limitation of liability, termination triggers, and governing law and dispute resolution.\n",[196,200,204,208,212,216],{"title":197,"use_case":198,"icon_asset_id":199},"Small business owners","Formalizing a service or supply arrangement with a corporate client","persona-small-business-owner",{"title":201,"use_case":202,"icon_asset_id":203},"Startup founders","Documenting terms with early customers, vendors, or channel partners","persona-startup-founder",{"title":205,"use_case":206,"icon_asset_id":207},"Freelancers and consultants","Upgrading from a one-page proposal to a binding commercial agreement","persona-freelancer",{"title":209,"use_case":210,"icon_asset_id":211},"Operations managers","Standardizing contract language across recurring vendor relationships","persona-operations-director",{"title":213,"use_case":214,"icon_asset_id":215},"Sales directors","Closing enterprise deals that require a signed agreement before payment","persona-sales-director",{"title":217,"use_case":218,"icon_asset_id":219},"Procurement officers","Countersigning supplier agreements with consistent internal terms","persona-procurement-officer",[221,224,227,230,233,237,241],{"situation":222,"recommended_template":101,"slug":223},"Engaging an independent contractor or freelancer for a defined project","independent-contractor-agreement-D160",{"situation":225,"recommended_template":87,"slug":226},"Providing or receiving ongoing professional services under a retainer","service-agreement-D12711",{"situation":228,"recommended_template":130,"slug":229},"Selling or purchasing physical goods between businesses","sales-agreement-D13769",{"situation":231,"recommended_template":157,"slug":232},"Entering a long-term strategic partnership with shared obligations","partnership-agreement-D12551",{"situation":234,"recommended_template":235,"slug":236},"Sharing confidential information before a deal is finalized","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":238,"recommended_template":239,"slug":240},"Licensing software, content, or IP to another business","Software License Agreement","software-license-agreement-D12928",{"situation":242,"recommended_template":243,"slug":244},"Granting a reseller or distributor rights to sell your product","Reseller Agreement","reseller-agreement-D5202",[246,249,252,255,258,261,264,267,270,273,276,279],{"term":247,"definition":248},"Parties","The businesses or legal entities entering into the contract, each identified by their full registered name and address.",{"term":250,"definition":251},"Scope of Work","A precise description of what one party will deliver — services, goods, or outcomes — including any exclusions.",{"term":253,"definition":254},"Deliverable","A specific, measurable output (report, product batch, software build, completed installation) that triggers acceptance and payment.",{"term":256,"definition":257},"Limitation of Liability","A clause capping the maximum financial exposure either party can face under the contract, typically expressed as a multiple of fees paid.",{"term":259,"definition":260},"Indemnification","An obligation by one party to compensate the other for losses, damages, or legal costs arising from a specified breach or act.",{"term":262,"definition":263},"Force Majeure","A clause excusing non-performance caused by events outside a party's reasonable control — such as natural disasters, strikes, or government orders.",{"term":265,"definition":266},"Intellectual Property Assignment","Language transferring ownership of work product or inventions created under the contract from the creator to the commissioning party.",{"term":268,"definition":269},"Governing Law","The jurisdiction whose laws will be used to interpret and enforce the contract, regardless of where either party is located.",{"term":271,"definition":272},"Termination for Cause","The right to end a contract immediately, without paying further fees or notice, when the other party commits a material breach.",{"term":274,"definition":275},"Termination for Convenience","The right to end a contract before the term expires without a breach, typically requiring advance written notice and payment for work completed.",{"term":277,"definition":278},"Entire Agreement Clause","A provision stating that the written contract supersedes all prior emails, proposals, and verbal understandings between the parties.",{"term":280,"definition":281},"Material Breach","A failure to perform a contractual obligation significant enough to deprive the other party of the benefit they contracted for, triggering termination rights.",[283,288,293,298,303,308,313,318,323,328],{"name":284,"plain_english":285,"sample_language":286,"common_mistake":287},"Parties and recitals","Identifies both companies by their full legal names and describes the background context that explains why the contract is being entered.","This Business Contract ('Agreement') is entered into as of [DATE] by and between [COMPANY A LEGAL NAME], a [STATE] [ENTITY TYPE] ('Client'), and [COMPANY B LEGAL NAME], a [STATE] [ENTITY TYPE] ('Contractor').","Using a trade name or DBA instead of the registered legal entity name. If the contracting entity doesn't match the signatory's authority or the entity that actually performs the work, enforcement becomes complicated and slow.",{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Scope of work and deliverables","Defines precisely what will be done, what will be produced, and what is explicitly excluded — often attached as a Statement of Work (SOW) schedule.","Contractor shall perform the services described in Schedule A ('Statement of Work'), attached hereto and incorporated by reference. Any work outside the Statement of Work requires a written change order signed by both parties.","Writing a vague scope like 'marketing support' or 'IT services' without specifying outputs. Vague scope makes it impossible to determine when the work is complete or whether a party is in breach.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Payment terms and invoicing","States the total fees or rate, payment schedule, invoice format, and consequences for late payment.","Client shall pay Contractor $[AMOUNT] per [MONTH / MILESTONE / DELIVERABLE], due within [30] days of receipt of a compliant invoice. Late payments accrue interest at [1.5]% per month on the outstanding balance.","Omitting late-payment interest or a specific due date. Without a stated consequence for late payment, the paying party has no financial incentive to pay on time.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Term and renewal","Sets the start date, the end date or duration, and whether the contract renews automatically unless one party gives notice.","This Agreement commences on [START DATE] and continues for [X] months ('Initial Term'). Unless either party provides [30] days' written notice of non-renewal prior to the end of any term, the Agreement shall automatically renew for successive [12]-month periods.","Agreeing to auto-renewal without a notice period or calendar reminder. Companies routinely get locked into renewed contracts they intended to cancel because the notice window passed unnoticed.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Confidentiality","Restricts both parties from disclosing or using the other's proprietary information — pricing, data, processes, customer lists — outside the purpose of the contract.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. 'Confidential Information' means any non-public information disclosed in connection with this Agreement, whether oral or written.","Relying on a standalone NDA signed months earlier without incorporating it or referencing it here. If the NDA covers different parties, dates, or scope than the contract, a gap in confidentiality protection exists.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Intellectual property ownership","Determines who owns work product, custom deliverables, and any underlying IP created or used during the engagement.","All work product and deliverables created by Contractor specifically for Client under this Agreement shall be deemed works made for hire. To the extent any deliverable does not qualify as a work made for hire, Contractor hereby assigns all right, title, and interest therein to Client. Contractor retains ownership of its pre-existing tools, methodologies, and background IP.","No IP clause at all, or a clause that assigns everything including the contractor's pre-existing tools and processes. The first leaves ownership ambiguous; the second is unworkable and typically resisted at signing.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Representations and warranties","Statements of fact each party makes about itself — authority to contract, no conflicting obligations, and that services will be performed to a professional standard.","Each party represents that it has full authority to enter this Agreement and that doing so does not conflict with any other obligation. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.","Including warranties that are impossible to keep — such as guaranteeing specific business outcomes or uptime levels — without carving out reasonable exceptions. Absolute warranties that are breached even once expose the warranting party to damages claims.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Limitation of liability","Caps each party's total financial exposure under the contract and excludes certain categories of damages — such as lost profits — from any claim.","In no event shall either party's total liability under this Agreement exceed the aggregate fees paid by Client in the [12] months preceding the claim. Neither party shall be liable for indirect, consequential, incidental, or punitive damages, even if advised of the possibility.","Omitting the liability cap entirely, or setting it so low (e.g., $100) that it is struck down as unconscionable. A cap equal to 12 months of fees is the widely accepted commercial standard.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Termination","Defines the conditions under which either party can end the contract — for material breach (with a cure period), for convenience with notice, or immediately for insolvency.","Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within [15] business days of written notice. Either party may terminate for convenience upon [30] days' written notice.","No cure period before termination for cause. Triggering immediate termination over a remediable breach is disproportionate, creates dispute risk, and can be found to constitute a repudiatory breach by the terminating party.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Governing law and dispute resolution","Specifies which jurisdiction's law applies and how disputes are resolved — arbitration, mediation, or litigation — and where proceedings take place.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS / ICC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law state with no connection to either party's location or the place of performance. Courts in some jurisdictions will disregard a governing-law clause they find has no reasonable basis.",[334,339,344,349,354,359,364,369],{"step":335,"title":336,"description":337,"tip":338},1,"Identify both parties with their legal entity names","Enter the full registered legal name, state or country of formation, entity type, and principal address for each party. Define each as a short label — 'Client' and 'Contractor', or 'Buyer' and 'Seller' — that you will use consistently throughout.","Pull both entity names from state or companies-house registry records to ensure they match the authorized signatories.",{"step":340,"title":341,"description":342,"tip":343},2,"Define the scope and attach a Statement of Work","Write the scope clause to reference a separate Schedule A, then draft that schedule with specific deliverables, formats, quantities, and deadlines. The schedule should be specific enough that both parties can independently determine whether the work is complete.","Add a change-order clause requiring written sign-off from both parties before any out-of-scope work begins — this prevents scope creep from becoming a payment dispute.",{"step":345,"title":346,"description":347,"tip":348},3,"Set the payment amount, schedule, and late-fee rate","Enter the total contract value or rate, the billing frequency (monthly, milestone, or on delivery), and the number of days to payment after invoice receipt. Add a late-fee rate — 1.5% per month is standard in most US states.","Specify that invoices must be submitted in a particular format or to a specific AP email address to start the payment clock — this removes any ambiguity about when the 30-day window begins.",{"step":350,"title":351,"description":352,"tip":353},4,"Set the term, renewal mechanics, and notice period","Enter the start date, initial term duration, and the notice period required to prevent auto-renewal. Add a calendar reminder for two weeks before the non-renewal notice deadline.","Keep the non-renewal notice period no shorter than 30 days and no longer than 90 — shorter creates ambiguity; longer ties parties to contracts they want to exit.",{"step":355,"title":356,"description":357,"tip":358},5,"Tailor the IP ownership clause to the deal","Decide whether the deliverables are works made for hire owned by the client, or whether the contractor retains ownership and grants a license. Explicitly carve out the contractor's pre-existing background IP from any assignment.","If the contractor is a sole proprietor or individual, 'works made for hire' under US copyright law only applies to certain categories — add an explicit assignment clause as a fallback.",{"step":360,"title":361,"description":362,"tip":363},6,"Set the liability cap as a multiple of fees","Enter the liability cap — typically total fees paid in the preceding 12 months — and list the excluded damage categories (indirect, consequential, lost profits). Make the exclusion mutual so it applies to both parties.","If one party is providing professional services with E&O insurance, confirm the liability cap is at least equal to the coverage limit — otherwise the cap is lower than the available insurance and makes no commercial sense.",{"step":365,"title":366,"description":367,"tip":368},7,"Define termination triggers and cure periods","Set the cure period for material breach (15 business days is standard), the convenience notice period (30 days), and any immediate-termination triggers such as insolvency or criminal conviction. Clarify what is owed at termination — fees for work completed, return of materials, and survival of key clauses.","List the clauses that survive termination — confidentiality, IP, limitation of liability, and governing law at minimum — so both parties know which obligations outlast the contract.",{"step":370,"title":371,"description":372,"tip":373},8,"Choose governing law and dispute resolution before signing","Select the governing jurisdiction — ideally where one party is incorporated or where performance occurs — and choose between arbitration or litigation. If arbitration, name the administering body (AAA, JAMS, or ICC) and the seat city.","For contracts between a US company and a non-US counterparty, ICC arbitration seated in a neutral city is more mutually acceptable than a domestic US clause.",[375,379,383,387,391,395],{"mistake":376,"why_it_matters":377,"fix":378},"Vague scope with no deliverables specified","If the scope says 'marketing services' instead of '4 blog posts and 2 email campaigns per month,' neither party can objectively determine when the work is complete or whether a breach has occurred.","Attach a Statement of Work as a schedule listing each deliverable by name, format, quantity, and deadline. Require a signed change order for anything outside the schedule.",{"mistake":380,"why_it_matters":381,"fix":382},"No limitation of liability clause","Without a liability cap, a single breach can expose a party to claims for all foreseeable consequential damages — lost profits, lost clients, reputational harm — which can dwarf the contract value.","Insert a mutual liability cap equal to 12 months of fees paid and explicitly exclude indirect and consequential damages from any recovery.",{"mistake":384,"why_it_matters":385,"fix":386},"Auto-renewal with no notice period","A contract that renews automatically without requiring either party to act will silently lock both parties into another full term, often after circumstances have changed or the relationship has deteriorated.","Set a non-renewal notice period of 30–60 days before the end of each term and add the deadline to both parties' contract-management calendars at signing.",{"mistake":388,"why_it_matters":389,"fix":390},"Using a trade name instead of the registered legal entity","A contract signed on behalf of 'Acme Marketing' when the actual entity is 'Acme Marketing Solutions LLC' creates ambiguity about who is legally bound — and makes judgment enforcement or lien filing difficult.","Verify the full registered name in the applicable state or national business registry before completing the parties block, and ensure the signatory has authority to bind that entity.",{"mistake":392,"why_it_matters":393,"fix":394},"No cure period before termination for cause","Terminating immediately upon a first breach — even a minor or remediable one — can itself constitute a repudiatory breach, exposing the terminating party to a wrongful-termination claim.","Include a written-notice-plus-cure-period mechanism of at least 10–15 business days before termination for cause becomes effective.",{"mistake":396,"why_it_matters":397,"fix":398},"Omitting an entire-agreement clause","Without one, prior emails, proposals, term sheets, and verbal representations can be introduced as additional contractual terms — overriding or supplementing what the written contract says.","Add a standard entire-agreement and merger clause: 'This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and understandings, whether written or oral.'",[400,403,406,409,412,415,418,421,424,427],{"question":401,"answer":402},"What is a business contract?","A business contract is a legally binding written agreement between two or more commercial parties that defines the terms of their engagement — what will be done, for how much, by when, and what happens if things go wrong. It creates enforceable obligations on both sides and replaces informal emails, proposals, and verbal understandings as the authoritative record of what was agreed.\n",{"question":404,"answer":405},"What should every business contract include?","At minimum: the full legal names of both parties, a precise scope of work or deliverables schedule, payment amount and due dates, the contract term and renewal mechanics, confidentiality obligations, IP ownership, a limitation of liability clause, termination conditions with cure periods, and a governing law and dispute resolution clause. Missing any of these creates gaps that courts fill using jurisdiction-specific defaults — which rarely favor either party equally.\n",{"question":407,"answer":408},"Is a business contract legally binding without a lawyer?","A business contract is generally enforceable when it meets the basic elements of a valid contract — offer, acceptance, consideration, and mutual intent — regardless of whether a lawyer drafted it. A well-structured template satisfies all four elements. That said, for high-value engagements, cross-border arrangements, or deals involving significant IP or liability, a legal review is worth the cost to confirm the language is enforceable in the applicable jurisdiction.\n",{"question":410,"answer":411},"What is the difference between a business contract and a service agreement?","A service agreement is a specialized form of business contract specifically structured for the ongoing provision of services — often with retainer billing, SLA terms, and recurring deliverables. A general business contract is a broader starting point that works for any B2B engagement, including one-time projects, product supply, licensing, and partnerships. Use a service agreement when the engagement is ongoing and service-focused; use the general business contract when the deal doesn't fit a more specific template.\n",{"question":413,"answer":414},"Do I need a separate NDA if the business contract has a confidentiality clause?","Not necessarily. A well-drafted confidentiality clause within the business contract covers information shared during the engagement and typically survives termination. A separate NDA is useful when confidential information is shared before a contract is in place — during negotiations or due diligence — or when multiple agreements with the same counterparty need a single confidentiality umbrella. If you already have a signed NDA, reference it in the business contract to confirm it remains in effect.\n",{"question":416,"answer":417},"What is a limitation of liability clause and why does it matter?","A limitation of liability clause caps the maximum amount one party can claim from the other — typically set at the total fees paid in the preceding 12 months — and excludes categories of damages such as lost profits and consequential losses. Without it, a single breach can trigger claims that far exceed the contract value. Courts in most jurisdictions enforce liability caps between commercial parties of roughly equal bargaining power, provided the cap is not so low as to be unconscionable.\n",{"question":419,"answer":420},"Can a business contract be terminated early?","Yes, in two main ways. Termination for cause allows either party to exit if the other commits a material breach and fails to cure it within the notice period — typically 10–15 business days. Termination for convenience allows either party to exit without a breach, usually with 30 days' written notice and payment for work completed to date. Both mechanisms should be explicitly written into the contract; relying on common-law termination rights alone creates costly ambiguity.\n",{"question":422,"answer":423},"Which governing law should I choose for a business contract?","Choose the jurisdiction where one party is incorporated, where the work will be performed, or where disputes are most likely to be litigated. For US-based deals, Delaware, New York, and California are common choices because their commercial case law is well-developed. For cross-border deals, a neutral arbitration seat — London, Singapore, or New York — under ICC or UNCITRAL rules is often more acceptable to both parties than a domestic clause.\n",{"question":425,"answer":426},"How long should a business contract be?","A complete general business contract typically runs 6–12 pages, plus a Statement of Work schedule. Shorter contracts — one or two pages — often omit critical protections like liability limits, IP assignment, and termination mechanics. Longer contracts that repeat the same point in multiple clauses create internal inconsistency. The goal is complete coverage without redundancy.\n",{"question":428,"answer":429},"Do both parties need to sign a business contract for it to be enforceable?","In most jurisdictions, both parties must demonstrate acceptance, but that does not always require a wet signature — electronic signatures are legally equivalent to handwritten signatures under the US ESIGN Act, UETA, and the EU eIDAS Regulation. What matters is that both parties clearly manifest their intent to be bound. Beginning performance under an unsigned contract can create an implied contract, but an implied contract rarely includes the protective clauses — liability caps, IP assignment, dispute resolution — that the written document provides.\n",[431,435,439,443,447,451],{"industry":432,"icon_asset_id":433,"specifics":434},"Technology / SaaS","industry-saas","IP assignment covers software deliverables and custom integrations; limitation of liability must account for data loss and system downtime exposure; uptime warranties should be conditioned on acceptable use.",{"industry":436,"icon_asset_id":437,"specifics":438},"Professional Services","industry-professional-services","Scope creep is the primary risk — a detailed SOW schedule with a formal change-order process is essential; liability cap is typically set at 12 months of fees paid.",{"industry":440,"icon_asset_id":441,"specifics":442},"Manufacturing and Supply","industry-manufacturing","Delivery terms (FOB, CIF), inspection and acceptance windows, warranty on goods, and force majeure for supply chain disruptions are the critical additions to the standard template.",{"industry":444,"icon_asset_id":445,"specifics":446},"Marketing and Creative Agencies","industry-marketing","IP ownership of creative work, usage rights and licensing terms for brand assets, third-party cost pass-through approval, and kill-fee provisions for cancelled campaigns are the most negotiated points.",{"industry":448,"icon_asset_id":449,"specifics":450},"Construction and Real Estate","industry-construction","Progress billing tied to completion milestones, lien-waiver provisions, subcontractor flow-down terms, and bonding or insurance requirements supplement the standard contract structure.",{"industry":452,"icon_asset_id":453,"specifics":454},"Healthcare and Life Sciences","industry-healthtech","HIPAA Business Associate Agreement requirements, data handling obligations, regulatory compliance warranties, and indemnification for product liability exposure are mandatory additions for this sector.",[456,458,460,462],{"vs":87,"vs_template_id":226,"summary":457},"A service agreement is optimized for ongoing, recurring service engagements — retainers, managed services, or subscription-based work — with SLA terms and repeating deliverables. A general business contract is a broader starting document that works for any B2B deal type, including one-time projects, product supply, and licensing arrangements. Use the service agreement when the engagement is service-only and continuous; use the business contract when the deal is more complex or doesn't fit a narrower template.",{"vs":101,"vs_template_id":223,"summary":459},"An independent contractor agreement is specifically structured for engaging an individual freelancer or sole proprietor, with explicit contractor-classification language, tax responsibility disclaimers, and no employment relationship. A business contract is used between two legal entities — companies or incorporated businesses — and focuses on commercial terms rather than worker classification. Misusing a business contract to engage an individual can muddy worker-classification analysis.",{"vs":235,"vs_template_id":236,"summary":461},"An NDA is a standalone document covering only the protection of confidential information — typically signed before any deal terms are discussed. A business contract includes a confidentiality clause as one of many provisions governing the full engagement. If information sharing precedes contract negotiation, execute a standalone NDA first, then reference it or supersede it in the final business contract.",{"vs":463,"vs_template_id":464,"summary":465},"Letter of Intent","letter-of-intent-D13551","A letter of intent outlines proposed deal terms in a non-binding summary form to align both parties before drafting a formal contract. It is not an enforceable agreement — it is a negotiating tool. A signed business contract replaces the letter of intent as the binding document once terms are finalized. Never rely on a letter of intent as a substitute for a signed contract before work begins or money is paid.",{"use_template":467,"template_plus_review":471,"custom_drafted":475},{"best_for":468,"cost":469,"time":470},"SMB-to-SMB engagements under $50K with straightforward scope and domestic parties","Free","30–60 minutes",{"best_for":472,"cost":473,"time":474},"Contracts above $50K, deals involving significant IP transfer, or cross-border arrangements","$300–$800 for a commercial lawyer review","2–5 business days",{"best_for":476,"cost":477,"time":478},"Enterprise deals, regulated industries, international parties, or high-stakes IP and liability exposure","$1,500–$6,000+","1–3 weeks",[480,485,490,495],{"code":481,"name":482,"flag_asset_id":483,"note":484},"us","United States","flag-us","Contract law is state-specific in the US — choose a governing law state with a connection to the deal. New York and Delaware have the most developed commercial case law and are widely accepted in sophisticated B2B contracts. The UCC governs contracts for the sale of goods; common law governs service contracts. Several states, including California, impose implied covenant of good faith obligations that can override express contract terms.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"ca","Canada","flag-ca","Commercial contract law is provincially governed in Canada, though it follows broadly similar common-law principles across most provinces. Quebec operates under a civil law system — contracts governed by Quebec law should be reviewed for Civil Code of Quebec compatibility, and bilingual execution may be required for provincially regulated entities. Limitation-of-liability clauses are generally enforceable between commercial parties, but courts may scrutinize clauses that are grossly disproportionate.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"uk","United Kingdom","flag-uk","UK commercial contracts are governed by the common law of England and Wales (or Scots law for Scottish parties). The Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015 limit the enforceability of exclusion and liability-cap clauses, though UCTA protections are more limited in B2B contracts. Post-Brexit, EU regulations no longer apply directly — cross-border UK-EU contracts should explicitly address data transfer under the UK GDPR adequacy framework.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"eu","European Union","flag-eu","Contract law in the EU remains member-state specific, though commercial practice is harmonized in key areas. GDPR requires that any business contract involving personal data processing include a Data Processing Agreement (DPA) or equivalent clauses — failure to do so is a compliance violation regardless of the main contract's terms. Late payment is governed by the EU Late Payment Directive, which sets a default 30-day payment period for B2B transactions. Choice-of-law clauses are generally respected under the Rome I Regulation.",[226,223,236,229,501,232,240,244,502,503,504,505],"letter-of-intent_acquisition-of-business-D5197","statement-of-work-D12981","change-order-D13613","sales-invoice-D383","business-proposal-D1258",{"emit_how_to":188,"emit_defined_term":188},{"primary_folder":96,"secondary_folder":508,"document_type":509,"industry":510,"business_stage":511,"tags":512,"confidence":517},"services-and-consulting","agreement","general","all-stages",[509,513,514,515,516],"contract","legal","business-contract","b2b",0.95,"\u003Ch2>What is a Business Contract?\u003C/h2>\n\u003Cp>A \u003Cstrong>Business Contract\u003C/strong> is a legally binding written agreement between two commercial parties — companies, LLCs, partnerships, or other legal entities — that governs the terms of a B2B engagement from start to finish. It identifies both parties, defines exactly what will be delivered and for how much, allocates ownership of intellectual property, limits financial exposure through a liability cap, and establishes clear procedures for ending the relationship. Unlike a handshake deal or an email chain, a properly executed business contract creates enforceable obligations on both sides and provides a definitive record of what was agreed — one that courts, arbitrators, and auditors can rely on without having to reconstruct intent from fragmented correspondence.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating on a proposal, a purchase order, or a verbal agreement leaves you exposed on every front that matters. Without a written contract, there is no agreed definition of what constitutes completed work — opening the door to endless scope disputes. There is no liability cap — meaning a single delivery failure can generate claims for lost profits that dwarf the contract value. There is no IP assignment — meaning deliverables the client paid for may legally belong to the vendor. And there is no termination mechanism — meaning ending a bad engagement can itself become a legal dispute. A signed business contract executed before work begins closes all of these gaps simultaneously, for the cost of 30 minutes and a legal review where the stakes warrant it. This template gives you the complete structure — parties, scope, payment, IP, confidentiality, liability, termination, and governing law — so you can customize it to the deal rather than building from a blank page under deadline pressure.\u003C/p>\n",1781185992174]