Business Astar Document

BUSINESS ASTAR DOCUMENT

Parties

Effective Date:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business advisory, consulting, and implementation services described in this Agreement, and Service Provider has the capability and expertise to perform such services on the terms set forth herein;

WHEREAS, the parties desire to set forth the terms, conditions, and responsibilities governing the relationship between them with respect to the Scope of Work and related deliverables;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

Scope of Work

The Service Provider shall perform the services, tasks, and deliverables described below. The parties acknowledge that any material modification to the Scope of Work shall require a written amendment signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider in accordance with the following terms. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Overdue amounts shall accrue interest at per month (or the maximum permitted by law), plus reasonable collection costs.

Term and Termination

This Agreement shall commence on and shall remain in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure within 15 days of written notice, or immediately for insolvency, bankruptcy, or similar events.

Confidentiality

Each party agrees to hold confidential all non-public information disclosed by the other party that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, (c) independently developed without use of the disclosing party’s Confidential Information, or (d) required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to seek protective relief. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement.

Intellectual Property; Work Product

Unless otherwise agreed in writing, Service Provider grants Client a perpetual, non-exclusive, royalty-free license to use deliverables created specifically for Client under this Agreement. Service Provider retains ownership of its pre-existing materials, methodologies, and tools. To the extent any deliverable incorporates Service Provider’s pre-existing materials, Service Provider grants Client a non-exclusive license necessary to use the deliverable for Client’s internal business purposes.

Limitation of Liability and Indemnity

Except for liability arising from willful misconduct or gross negligence, each party’s aggregate liability under this Agreement shall not exceed the fees paid by Client to Service Provider in the twelve (12) months preceding the claim. Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider’s gross negligence or breach of confidentiality. Client shall indemnify Service Provider for claims arising from Client’s misuse of deliverables or breach of this Agreement.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing. Notices delivered by electronic mail shall be effective upon confirmation of receipt.

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 law principles. The parties shall first attempt to resolve disputes through good faith negotiation. If negotiation fails, the parties consent to binding arbitration in the same state unless otherwise mutually agreed in writing.

Amendment; Waiver; Entire Agreement

No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right shall not constitute a waiver of future enforcement. This Agreement, including any exhibits and written amendments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be binding as originals.

Sign Now