Business AFRI Document Template

Business AFRI Document Template

This Business AFRI Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal address , and Service Provider Name: with principal address .

WHEREAS

WHEREAS, Client desires to procure AFRI services consisting of assessment, reporting and advisory support related to financial risk, asset management, and related business continuity measures (the AFRI Services) from Service Provider; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel and systems to perform the AFRI Services in accordance with professional standards and the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the AFRI Services in a written agreement.

SCOPE OF WORK

Service Provider shall perform the AFRI Services described below. The Scope of Work shall include deliverables, milestones, acceptance criteria, and any ancillary services necessary for the delivery of the AFRI Services. Material changes to the Scope of Work shall require a written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider as compensation for the AFRI Services in accordance with the following terms. Invoices will reference the applicable task or milestone and supporting documentation where required.

Unless otherwise agreed in writing, Client shall reimburse Service Provider for pre-approved out-of-pocket expenses incurred in connection with performance of the AFRI Services. All amounts due are exclusive of taxes which shall be borne by the party required under applicable law.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party no less than days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed and in-progress work and Client shall pay Service Provider for work performed up to the effective date of termination, including any non-cancellable commitments.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public data, materials and information disclosed by a party (Disclosing Party) to the other (Receiving Party), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly available without breach by the Receiving Party; (b) is rightfully received from a third party without 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 written notice and limits disclosure to the extent legally permissible.

The Receiving Party shall: (i) use Confidential Information solely for performance under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (iii) limit disclosure to employees, contractors and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for direct damages under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims resulting from the indemnifying party's breach of this Agreement, infringement of third-party intellectual property rights, or its negligence or willful misconduct in performance of its obligations hereunder. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

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 laws principles. Exclusive jurisdiction and venue for disputes arising under this Agreement shall be in the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party designates by written notice. Headings are for convenience only and do not affect interpretation.

Sign Now