Business APRP Template

Business APRP Template

This Business APRP Template (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at and Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Client engages Provider to perform the Account Protection and Recovery Program services described herein and Provider has represented that it has the expertise, personnel, and resources necessary to provide such services in accordance with the terms and conditions of this Agreement.

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other material provisions governing their relationship with respect to the APRP services.

WHEREAS, the parties intend through this Agreement to allocate responsibilities, limit exposure to risk, and provide clear procedures for performance, payment, notice, and termination.

Scope of Work

Provider shall perform the services described below (the "Services"). Provider shall use commercially reasonable efforts, qualified personnel, and industry-standard methodologies to perform the Services in a professional and workmanlike manner.

Payment Terms

Client agrees to pay Provider for Services performed in accordance with the schedule and rates set forth below. All fees are exclusive of taxes, unless otherwise stated.

Late payments shall incur interest at a rate of on any unpaid balance, calculated monthly and compounded. Provider may suspend performance if Client fails to pay undisputed invoices within days after written notice.

Term and Termination

This Agreement commences on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party that is not cured within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon providing days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other party, whether orally, in writing, or by inspection of tangible objects, 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.

The receiving party shall (a) maintain the confidentiality of Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) 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.

Confidential Information does not include information that (i) was in the public domain at the time of disclosure, (ii) becomes part of the public domain through no fault of the receiving party, (iii) was rightfully received from a third party without restriction, or (iv) was independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or expiration of this Agreement, the receiving party shall return or destroy the disclosing party's Confidential Information as requested. These confidentiality obligations shall survive termination for a period of .

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's breach, negligence, or willful misconduct in performing this Agreement. Except for a party's indemnification obligations, a party's liability to the other for any claim arising under this Agreement shall be limited to direct damages and shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for special, incidental, consequential, or punitive damages.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses stated below, or to such other address as a party may designate by notice in accordance with this section. Notices shall be deemed given upon receipt if delivered by hand, three (3) business days after deposit with a nationally recognized courier, or upon confirmed electronic transmission if sent during normal business hours.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree that exclusive venue for any dispute arising out of this Agreement shall be the state or federal courts located within the agreed jurisdiction unless the parties mutually agree otherwise in writing.

Entire Agreement

This Agreement, including any exhibits or attachments referenced 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

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