Business Area Template

BUSINESS AREA TEMPLATE

This Business Area Agreement (the Agreement) is made effective as of between Client Name: and Service Provider Name: . The parties agree as follows.

WHEREAS

WHEREAS, Client operates or intends to operate within the business area described as Business Area: ; and

WHEREAS, Service Provider possesses professional expertise, personnel and resources necessary to perform services within the identified business area; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client in the business area described herein.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. The Scope of Work shall identify tasks, deliverables, milestones and acceptance criteria. Any modification to the Scope of Work must be agreed in writing by both parties.

PAYMENT TERMS

Client shall pay Service Provider in consideration for the services performed under this Agreement, subject to the terms set forth below.

Payments will be due in accordance with the Payment Schedule above. Invoices shall be submitted by Service Provider and payable by Client within days of receipt, unless otherwise agreed in writing.

Overdue amounts shall incur a late fee of per month, compounded monthly, commencing after days past the due date. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days following receipt of written notice specifying the breach.

Upon termination for any reason, Client shall pay Service Provider for all work performed and accepted up to the effective date of termination and for any non-cancellable commitments properly made by Service Provider prior to termination.

CONFIDENTIALITY

Each party (Receiving Party) acknowledges that during performance it may receive Confidential Information from the other party (Disclosing Party). "Confidential Information" means nonpublic, proprietary or confidential information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential under the circumstances.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.

The foregoing obligations do not apply to information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was already in the Receiving Party's lawful possession without restriction on use or disclosure prior to receipt from the Disclosing Party, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information. If disclosure is required by law or court order, the Receiving Party shall provide prompt written notice and cooperate with the Disclosing Party in any lawful effort to limit disclosure.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes amicably. If a dispute cannot be resolved through negotiation within 30 days, either party may seek relief in the courts of the chosen state.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or schedules incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, proposals and agreements, whether oral or written.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid provision that most closely reflects the parties' original intent.

Representations and Warranties: Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that the person signing on its behalf is duly authorized to bind such party.

NOTICES

Sign Now