Business AVA Template

BUSINESS AVA TEMPLATE

This Business Authorization, Verification and Acknowledgement Agreement (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client operates a business and requires certain authorization, verification and acknowledgement services described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services and to make the verifications and acknowledgements set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the scope of work, payment and confidentiality on the terms and conditions contained in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described below and any related tasks reasonably necessary to complete such services in a professional and timely manner. Service Provider will provide all reports, authorizations and verification statements described in this section in written form, signed by an authorized representative.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. All fees are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate set forth below and Service Provider may suspend performance if payments are more than the notice period past due.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Section.

Start Date:

End Date:

Either party may terminate this Agreement for material breach upon providing written notice and an opportunity to cure as set forth in the notice period provision. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to termination.

CONFIDENTIALITY

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

Receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted by this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure, which measures shall be no less than those it uses to protect its own confidential information of a similar nature.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was in the receiving party's possession prior to receipt from disclosing party; (iii) is received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth below without regard to choice-of-law rules that would apply the laws of another jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work expressly incorporated by reference, 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 oral or written. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that injunctive relief may be appropriate in addition to other available remedies.

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