Free Binding Agreement Between Two Parties Template

Binding Agreement Between Two Parties

This Binding Agreement ("Agreement") is entered into as of January 15, 2072, by and between [YOUR COMPANY NAME], with its principal office located at [YOUR COMPANY ADDRESS] ("Party 1"), and StronkCo, with its principal office located at Minneapolis, MN 55401 ("Party 2").

Party 1 and Party 2 are collectively referred to as the "Parties."

RECITALS

WHEREAS, Party 1 and Party 2 desire to enter into a binding agreement for the purpose of providing advanced software development services for Party 2’s upcoming product line;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and undertakings set forth herein, the Parties agree as follows:

TERMS AND CONDITIONS

1. Scope of Agreement

The scope of this Agreement is to define the responsibilities and obligations of each Party regarding the design, development, and delivery of a custom software solution for Party 2's new e-commerce platform. Party 1 shall be responsible for creating the software architecture, developing the system, and providing technical support throughout the deployment phase, while Party 2 shall be responsible for providing Party 1 with necessary access to internal resources, data, and testing environments.

2. Payment Terms

Party 2 agrees to pay Party 1 the amount of $500,000 for the services provided under this Agreement. Payments will be made in the following manner:

Initial Payment: $150,000 due upon execution of this Agreement.
Milestone Payment 1: $150,000 due upon completion of the software prototype on April 1, 2072.
Milestone Payment 2: $150,000 due upon successful testing and approval of the system on June 15, 2072.
Final Payment: $50,000 due upon the final delivery of the software on August 1, 2072.

Payments should be made via wire transfer to the account details provided by Party 1.

3. Duration

This Agreement shall begin on the date of execution and shall remain in effect for a period of 12 months, ending on January 15, 2073, unless terminated earlier in accordance with the terms set forth herein.

4. Confidentiality

Both Parties agree to maintain the confidentiality of all proprietary and confidential information exchanged during the course of this Agreement. This confidentiality obligation shall remain in effect for 5 years following the termination of this Agreement.

5. Termination

Either Party may terminate this Agreement with written notice to the other Party in the event of:

A material breach of any provision of this Agreement that remains uncured for 30 days after written notice;
Insolvency, bankruptcy, or similar financial distress by either Party.

In the event of termination, Party 2 shall immediately pay Party 1 for all services rendered up to the termination date.

6. Indemnification

Each Party agrees to indemnify and hold harmless the other Party, its officers, agents, and employees from any and all claims, damages, and liabilities arising out of any breach of this Agreement or any negligence or wrongful act committed by the indemnifying Party.

7. Dispute Resolution

In the event of a dispute, the Parties agree to resolve the matter through mediation before pursuing any legal action. If mediation fails, the dispute will be resolved in the courts located in Minneapolis, Minnesota, and the prevailing Party shall be entitled to recover reasonable attorney’s fees.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to its conflict of law principles.

9. Amendments

Any amendments to this Agreement must be made in writing and signed by both Parties.

10. Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether oral or written.