Business AMEA Template

BUSINESS AMEA TEMPLATE

Parties and Contact Information

Effective Date:

Recitals

WHEREAS, Client Name: desires to engage the Service Provider to perform certain business development and market expansion activities within the AMEA region; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and resources necessary to provide such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will perform services for the Client in accordance with this Agreement.

1. Scope of Work

1.1 Engagement: The Service Provider shall perform the services described below for the Client within the AMEA region and as further detailed in any Statements of Work executed under this Agreement.

1.2 Deliverables: Deliverables, milestones, acceptance criteria, and delivery schedules shall be set forth in each Statement of Work. The Service Provider shall use commercially reasonable efforts to meet all scheduled delivery dates.

2. Payment Terms

2.1 Fees: Client agrees to pay Service Provider the fees set forth below and in any applicable Statement of Work.

2.2 Taxes and Expenses: All fees exclude taxes and any pre-approved out-of-pocket expenses which will be invoiced in addition to fees. Client shall be responsible for taxes arising from payments under this Agreement, except taxes based on the Service Provider’s net income.

3. Term and Termination

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

Start Date:    End Date:

3.2 Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to termination.

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

4. Confidentiality

4.1 Definition: "Confidential Information" means all non-public business, technical and financial information disclosed by either party to the other in connection with this Agreement, whether disclosed orally, visually, or in writing, and marked or identified as confidential or that by its nature should reasonably be considered confidential.

4.2 Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to its employees, contractors and agents who need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential materials, but in no event less than reasonable care.

4.3 Exceptions: Confidential Information does not include information that is (a) already known to the receiving party without obligation of confidentiality, (b) publicly available through no fault of the receiving party, (c) rightfully obtained from a third party without restriction, or (d) independently developed by the receiving party without use of the disclosing party’s Confidential Information.

5. Intellectual Property and Work Product

5.1 Ownership: Unless otherwise agreed in a Statement of Work, Client shall own all deliverables specifically created for Client under this Agreement upon full payment; Service Provider retains ownership of its pre-existing materials, methodologies, tools and know-how.

5.2 Licenses: To the extent necessary, Service Provider hereby grants Client a non-exclusive, worldwide, royalty-free license to use the Service Provider’s materials incorporated in deliverables solely for Client’s internal business purposes.

6. Representations, Warranties, and Indemnification

6.1 Mutual Representations: Each party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations.

6.2 Warranty: The Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. Client’s sole and exclusive remedy for breach of this warranty shall be re-performance of the deficient services or, if Service Provider cannot correct such deficiency within a reasonable time, a refund of fees paid for the deficient portion.

6.3 Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party’s gross negligence or willful misconduct in performance of this Agreement.

7. Limitation of Liability

Except for liability arising from a party’s gross negligence, willful misconduct, or a breach of confidentiality or indemnity obligations, neither party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages, and aggregate liability shall be limited to the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of law principles. The parties shall endeavor to resolve disputes in good faith; unresolved disputes shall be submitted to the exclusive jurisdiction of the courts located in that jurisdiction.

9. Entire Agreement; Amendments

This Agreement, together with any Statements of Work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be binding unless made in writing and signed by authorized representatives of both parties.

10. Miscellaneous

10.1 Assignment: Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

10.2 Notices: Notices shall be in writing and delivered to the contact addresses set forth above or to such other address as a party may designate in writing.

10.3 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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