Business ADAPT Document

Business ADAPT Document

Parties and Effective Date

This Business ADAPT Document (the Agreement) is entered into as of Effective Date: by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Client is engaged in commercial activities and requires services to adapt its business processes, systems, or materials (collectively, the Services) to changing market or regulatory conditions; and

WHEREAS, Provider represents that it has expertise and resources necessary to perform such Services and is willing to provide Services to Client on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, and other terms governing the relationship between them.

Scope of Work

Provider shall perform the Services in accordance with the scope set forth above and any written change orders agreed by the parties. Provider shall exercise commercially reasonable skill and care and shall comply with applicable laws and industry standards in performing the Services.

Payment Terms

Unless otherwise stated in the payment schedule above, invoices issued by Provider are due within days of invoice date. Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum amount permitted by applicable law. In addition, Client shall pay a late payment fee of $ for each overdue invoice.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. Either party may terminate for cause on written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for Services performed and approved expenses incurred through the effective date of termination. Provider shall deliver to Client all work product completed as of the termination date, subject to Client's payment of outstanding amounts.

Confidentiality

Each party (the Receiving Party) shall keep confidential and not disclose to any third party any Confidential Information of the other party (the Disclosing Party). "Confidential Information" means all non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given its nature. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party where permitted and cooperates to seek protective measures.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict disclosure to employees, contractors, and agents who need to know and who are bound to confidentiality obligations no less protective than those in this Agreement. The confidentiality obligations shall survive termination of this Agreement for a period of years.

Change Orders and Adaptation Controls

All changes to the Services shall be documented in a written change order signed by both parties describing the change in scope, schedule impact, and any adjustments to compensation. Provider shall not begin work on any change until a change order is executed.

Representations; Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS OTHERWISE PROVIDED HEREIN.

Limitation of Liability

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total amounts actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties will first attempt in good faith to resolve any dispute through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration conducted in the county where Client's principal place of business is located, unless otherwise agreed in writing.

Entire Agreement; Miscellaneous

This Agreement, including all exhibits and executed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations, and agreements, whether written or oral. No modification of this Agreement is effective unless in writing and signed by both parties. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement to a successor in connection with a merger or sale of substantially all of its assets.

Notices

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