Business AIP Form

BUSINESS AIP FORM

Client Name:   Business Address:

Provider Name:   Business Address:

RECITALS

WHEREAS, Client seeks to obtain certain services and deliverables described herein to advance Client's business initiatives and requests Provider to perform planning, advisory and implementation services consistent with the terms of this Agreement; and

WHEREAS, Provider represents that it possesses the necessary expertise, personnel and resources to provide the services and deliverables described below under the terms and conditions set forth in this Business AIP Form (the Agreement); and

WHEREAS, the parties desire to set forth in writing the core commercial and operational terms that will govern the performance, payment, confidentiality and termination of the work performed under this Agreement.

SCOPE OF WORK

Milestone 1:   Target Date:

Milestone 2:   Target Date:

PAYMENT TERMS

Fee Amount: USD (total contract consideration payable by Client to Provider under this Agreement).

Late Payment Fee: Unpaid amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower.

Expenses: Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in performance upon submission of receipts and reasonable documentation.

TERM AND TERMINATION

Commencement Date: .   Expiration Date: .

Termination for Convenience: Either party may terminate this Agreement without cause by delivering written notice not less than days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all information disclosed by one party to the other 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, including business plans, financial data, technical information, customer lists and trade secrets.

Obligations: Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely for the purposes of performing obligations under this Agreement. The foregoing shall not apply to information that is or becomes publicly known through no fault of the receiving party, was already in the receiving party's possession without obligation of confidentiality, is lawfully obtained from a third party without restriction, or is independently developed by the receiving party.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Provider retains ownership of Provider's pre-existing materials, methodologies and tools. Any custom work-for-hire assignment of intellectual property must be expressly documented and compensated in writing.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its gross negligence or willful misconduct in performance of this Agreement, except to the extent caused by the indemnitee's breach or negligence.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental or punitive damages. Aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits, attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals and understandings. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing. Notices are effective upon delivery by hand, certified mail, or overnight courier.

ACKNOWLEDGMENT

Each party represents and warrants that it has full corporate power and authority to enter into and perform its obligations under this Agreement and that the person signing below is duly authorized to execute this Agreement on behalf of such party.

Sign Now