Business Approval Package Template

BUSINESS APPROVAL PACKAGE TEMPLATE

This Business Approval Package (the "Agreement") is entered into effective as of by and between:

Whereas

WHEREAS, the Provider has prepared and submitted a business approval package describing the proposed services, deliverables, schedule and estimated costs for the project titled "" (the "Project"); and

WHEREAS, the Client has authority to approve expenditures and engagements for the Project and requires a formal approval package detailing scope, costs, risks and governance; and

WHEREAS, the parties desire to set forth the terms under which the Client will approve and the Provider will perform the Services described herein.

Scope of Work

Payment Terms

Total Approved Amount: $

Invoices shall be submitted in accordance with the Payment Schedule and are payable net days from receipt. Overdue amounts shall accrue interest at the lesser of per month or the maximum rate permitted by law.

All payments are subject to final acceptance of deliverables in accordance with the acceptance criteria set forth in the Scope of Work. The Client may withhold payment for non-conforming deliverables until defects are remedied.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice. Termination shall not relieve the Client of obligations to pay for Services properly performed and accepted prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether in oral, written or electronic form, that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was already in the receiving party's possession prior to disclosure as demonstrated by written records; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The obligations under this section shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as such status is maintained under applicable law.

Representations and Warranties

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations. The Provider warrants that the Services will be performed in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Liability and 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, willful misconduct, or material breach of this Agreement. Except for liability resulting from a party's gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, special or punitive damages.

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. Any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located within that State.

Entire Agreement

This Agreement, including any schedules, exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Attachments and Approvals

The undersigned represent that they are duly authorized to approve this Business Approval Package and to bind their respective parties to the terms of this Agreement.

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