Business AOC Form

BUSINESS AOC FORM

This Agreement is entered into as of (the Effective Date) by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business advisory, administrative and operational services in accordance with the terms set forth herein; and

WHEREAS, Service Provider represents that it has the relevant experience, personnel, and ability to perform such services and is willing to provide the services to Client under the terms of this Agreement; and

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality obligations and other material terms governing the parties' relationship.

SCOPE OF WORK

Services shall include the deliverables, milestones and performance standards set forth in the Description of Services above and any attachments or statements of work executed by the parties. Service Provider will perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

All amounts are payable in lawful currency of the jurisdiction specified in this Agreement. Unless otherwise stated, payments are due within thirty (30) days of invoice. Invoices not paid when due shall accrue the Late Payment Fee described above and the non-prevailing party shall also be responsible for any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party in accordance with the notice period above. Termination for material breach shall be effective immediately if the breaching party fails to cure such breach within fifteen (15) days after written notice. Upon termination, Service Provider shall deliver all completed work and Client shall pay for all services performed through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other, whether oral, written or electronic, 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 that is: (a) publicly known through no wrongful act of the receiving party; (b) already known to the receiving party without restriction prior to disclosure; (c) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) rightfully obtained from a third party without restriction.

The receiving party shall (i) use Confidential Information solely for performance under this Agreement, (ii) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) employ reasonable measures to protect Confidential Information. Upon termination or upon written request, the receiving party shall return or destroy the disclosing party's Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY & DATA

Unless otherwise agreed in writing, all pre-existing intellectual property remains the exclusive property of the party that owned it prior to this Agreement. Work product created specifically for Client under this Agreement shall be deemed a work made for hire and ownership shall vest in Client upon full payment; provided, however, Service Provider may retain archival copies for its records and portfolio subject to Confidentiality obligations.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of (i) the indemnifying party's breach of this Agreement, (ii) negligence or willful misconduct of the indemnifying party, or (iii) infringement of any intellectual property of a third party by materials provided by the indemnifying party.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, neither party's aggregate liability under this Agreement shall exceed the total amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the jurisdiction selected by the parties. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in that jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. Notices shall be in writing and delivered to the addresses set forth above.

Sign Now