Business Assurances Template

BUSINESS ASSURANCES AGREEMENT

This Business Assurances Agreement (the Agreement) is made effective as of Effective Date: by and between the parties identified below.

RECITALS

WHEREAS, Assurer represents that Assurer is duly organized, validly existing and in good standing under applicable law and has full corporate power and authority to enter into and perform this Agreement; and

WHEREAS, Recipient requires assurances from Assurer regarding the performance, compliance and confidentiality of certain business activities and information to be provided under this Agreement; and

WHEREAS, the parties desire to set forth the scope, assurances, payment terms, confidentiality obligations and other terms governing their relationship as set forth below.

SCOPE OF WORK

Assurer shall perform the services, provide deliverables, and furnish assurances described below. Assurer warrants that all services will be performed in a professional and workmanlike manner, in accordance with applicable laws and industry standards.

PAYMENT TERMS

In consideration for the services and assurances provided by Assurer, Recipient shall pay Assurer the fees and follow the payment schedule set forth below. All amounts are payable in lawful currency.

Assurer will submit written invoices to Recipient in accordance with the Payment Schedule. Recipient shall pay undisputed invoices within days of receipt. Disputed invoice amounts must be raised in writing within the payment period, specifying the basis for dispute. Late payments shall bear interest as set forth below.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Recipient shall pay Assurer for all services performed and non-cancellable commitments reasonably incurred through the date of termination. Termination does not affect rights and obligations intended to survive termination.

CONFIDENTIALITY

"Confidential Information" means all non-public business, technical and financial information disclosed by a party (the Disclosing Party) to the other party (the Receiving Party), whether disclosed in writing, orally or by inspection, 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) use Confidential Information solely for the purposes of performing obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the Receiving Party; (ii) was rightfully received from a third party without restriction; (iii) was independently developed without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by applicable law or valid legal process, provided the Receiving Party gives prompt written notice and cooperates with reasonable attempts to limit disclosure.

REPRESENTATIONS AND ASSURANCES

Each party represents and warrants that: (a) it has the full power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) its performance will comply with all applicable laws, regulations and industry standards; and (c) execution and delivery of this Agreement does not and will not violate any agreement or obligation to which it is a party.

Assurer specifically assures that all deliverables will be free of material defects, will materially conform to the specifications set forth in the Scope of Work, and will not infringe third-party intellectual property rights. Remedies for breach of these assurances include correction, replacement, or refund as reasonably determined by Recipient and Assurer.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the agreed jurisdiction unless the parties mutually agree in writing to litigate.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and total aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Recipient to Assurer under this Agreement during the twelve (12) months preceding the claim.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings 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.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as each party may designate in writing, and shall be deemed given upon personal delivery, confirmed delivery by commercial courier, or three (3) days after deposit with the postal service if sent by certified mail.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of all or substantially all assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Sign Now