Business Agreement Review

Business Agreement Review

This Business Agreement Review (the Review) is made effective as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client Name: seeks to procure services relating to the business purpose described in this Review; and

WHEREAS, Service Provider Name: represents that it has the professional competence and resources necessary to perform the services, and the parties desire to document key commercial and legal terms as set forth below.

WHEREAS, the parties intend that this Review summarize and confirm the material terms and risk allocations that should be reflected in the controlling agreement between the parties.

Scope of Work

Payment Terms

Total Agreed Fee: $

Term and Termination

Term Commencement Date:   Term Expiration Date:

Either party may terminate this engagement for material breach by the other party if such breach remains uncured for a period of after receipt of written notice specifying the breach. Termination for convenience by either party requires written notice. Upon termination, all accrued payment obligations shall become immediately due and any unperformed, non-recurring work shall be handled in accordance with the parties' written instructions.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party 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. Confidential information excludes information which: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession without restriction prior to disclosure; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's confidential information.

The receiving party shall use at least the same degree of care to protect confidential information as it uses to protect its own confidential information, but no less than reasonable care. The obligations in this section shall continue for a period of following termination or expiration of the term, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Acknowledgement of Confidentiality: I acknowledge and will comply with the confidentiality obligations described above.

Governing Law

This Review and any disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties expressly consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of all disputes.

Entire Agreement

This Review, together with any schedules or attachments explicitly incorporated herein, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to the terms set forth in this Review must be in writing and signed by authorized representatives of both parties.

Additional Provisions & Observations

The undersigned confirm that they have reviewed the material terms summarized in this Review, and that this document accurately reflects the primary commercial and legal points intended to be negotiated into the controlling agreement unless otherwise noted in Reviewer Observations.

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