Business Agreement Brown-Forman

BUSINESS AGREEMENT — BROWN-FORMAN

This Business Agreement ("Agreement") is entered into as of Effective Date: by and between Company Name: (the "Company") and Provider Name: (the "Provider"). Each of Company and Provider is a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, the Company desires to engage the Provider to perform the services described herein; and

WHEREAS, the Provider represents that it has the requisite experience, personnel and resources to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the Parties wish to set forth the terms and conditions governing the Provider's performance, compensation and confidentiality obligations.

SCOPE OF WORK

The Provider shall perform the services described above in accordance with the milestones, deliverables and performance standards set forth in this Agreement. Any changes to the scope shall require prior written approval signed by authorized representatives of both Parties.

PAYMENT TERMS

Provider shall submit invoices in accordance with the payment schedule. Payment is due within days of receipt of a proper invoice. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Late payments shall bear interest at the rate of (or the maximum rate permitted by law, if less) calculated monthly until paid. The Parties agree that any dispute regarding an invoice will not relieve the Company of its obligation to pay undisputed amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate immediately upon 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, Provider shall deliver all completed and in-progress work products and shall invoice for all unpaid fees earned through the date of termination. Company shall pay all undisputed amounts within the payment period set forth above.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other information disclosed by one Party ("Discloser") to the other Party ("Recipient") that is marked confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of Recipient; (ii) was in Recipient's possession prior to disclosure by Discloser without obligation of confidentiality; (iii) is obtained by Recipient from a third party without breach of any obligation to Discloser; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Upon Discloser's request or upon termination of this Agreement, Recipient shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

The Parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages would be inadequate, and the Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written amendments signed by authorized representatives of both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, quotes, representations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

No waiver by either Party of any breach or default shall constitute a waiver of any subsequent breach or default. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Sign Now