Business AFC Template

BUSINESS AFC TEMPLATE

This Business Agreement ("Agreement") is entered into effective as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Company seeks to obtain certain AFC-related business services and Provider has represented that Provider has the experience, personnel, and resources to perform such services in accordance with the terms of this Agreement;

WHEREAS, Company and Provider desire to set forth their respective rights and obligations with respect to the services to be provided, the compensation to be paid, and certain confidentiality and liability matters;

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Scope of Work

Provider shall perform the services described below and any ancillary tasks reasonably necessary to complete the services in a professional manner consistent with industry standards.

Payment Terms

Total Compensation: $

Late Payment Fee: Provider may assess interest on overdue amounts at the lesser of percent per month, or the maximum rate permitted by applicable law. In addition, Provider may assess a flat late fee of $ for invoices past days.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon giving days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public business, technical, financial, operational, and customer information disclosed by a party (Disclosing Party) to the other (Receiving Party), whether in written, oral, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (a) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was rightfully in the Receiving Party’s possession prior to disclosure, (iii) is rightfully obtained by the Receiving Party from a third party without confidentiality obligations, or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

Duration: The Receiving Party’s confidentiality obligations survive termination of this Agreement for years from the date of disclosure.

Representations; Warranties; Indemnity

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement. Provider represents that services will be performed in a professional manner consistent with industry standards. Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party’s negligence, willful misconduct, or breach of this Agreement, subject to any limitations set forth herein.

Limitation of Liability

Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the total compensation paid or payable to Provider under this Agreement.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes arising under this Agreement promptly by negotiation between senior executives. If negotiation fails, the parties agree to submit the dispute to binding arbitration in the governing state, conducted by a single arbitrator with substantial experience in commercial contract disputes.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes the assigning party’s obligations hereunder.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses listed in the Parties section or to such other address as a party designates by written notice to the other.

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