Business AOP Document

Business AOP Document

Effective Date:

Parties and Recitals

This Business AOP Document (the "Agreement") is entered into by and between:

Client Name:

Service Provider Name:

WHEREAS, Client seeks development, implementation and management of an Annual Operating Plan and related advisory services described herein; and

WHEREAS, Service Provider possesses the expertise and resources to prepare and execute the Annual Operating Plan and agrees to provide such services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

The Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones and acceptance criteria shall be as described in the Detailed Scope above and, where applicable, as set forth in written task orders signed by both parties.

Payment Terms

Invoices submitted by Service Provider shall be due and payable within days of receipt unless otherwise agreed in writing. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law and a late fee of per late invoice.

Term and Termination

Term Start Date: & Term End Date:

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice of such breach. Upon termination, Client shall pay Service Provider for Services performed through the effective date of termination and for any non-cancellable commitments reasonably incurred prior to termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that, by its nature, ought reasonably to be treated as confidential ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. The obligations in this section shall survive termination of this Agreement for a period of months, except with respect to trade secrets, for which protection shall continue for as long as the information qualifies as a trade secret under applicable law.

Representations; Compliance; Insurance

Each party represents that it has full corporate power and authority to enter into this Agreement and perform its obligations. Service Provider shall perform the Services in compliance with all applicable laws and regulations and shall maintain, at its expense, insurance coverage customary for its industry sufficient to cover its obligations hereunder.

Limitation of Liability

Except for breaches of confidentiality, willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits, arising out of or related to this Agreement. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its choice-of-law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation, and if unresolved within thirty (30) days, by mediation. If mediation fails, either party may pursue any available legal or equitable remedies in the courts of the selected governing law jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits or task orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendments or modifications must be in writing and signed by an authorized representative of each party.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

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