Business AVC Template

BUSINESS AVC TEMPLATE

This Business AVC Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: with principal address: (hereinafter "Provider"), and Client Name: with principal address: (hereinafter "Client"). Provider and Client may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Provider is engaged in the business of providing advisory, valuation, verification and consultation services and has the expertise and resources necessary to perform the services contemplated by this Agreement.

WHEREAS, Client desires to retain Provider to perform certain AVC services described in this Agreement and Provider agrees to perform such services on the terms and conditions set forth herein.

WHEREAS, the Parties intend by this Agreement to set forth the scope, compensation, confidentiality obligations, term, and other material terms applicable to the AVC engagement.

SCOPE OF WORK

Provider shall perform the services described above with reasonable skill and professional care in accordance with industry standards. Any change to the scope must be documented in a written amendment signed by both Parties.

PAYMENT TERMS

Provider shall submit invoices in accordance with the payment schedule. Client will make payment within days of receipt of a properly documented invoice. All fees are payable in lawful currency and are exclusive of applicable taxes unless otherwise stated.

Any overdue amount shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower, together with all collection costs, including attorneys' fees and costs. Provider may suspend performance if payments are more than days overdue following written notice to Client.

TERM AND TERMINATION

The term of 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 effective termination date. Either Party may terminate immediately for material breach by the other Party that remains uncured for a period of days after receipt of written notice of such breach.

Termination shall not relieve Client of its obligation to pay fees for services performed and expenses incurred prior to termination. Provisions that by their nature survive termination shall remain in effect, including but not limited to confidentiality, indemnification, payment obligations, and governing law.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by either Party to the other in connection with this Agreement, including but not limited to business plans, financial data, trade secrets, technical data, customer lists, and pricing. Confidential Information does not include information that: (a) was in the public domain at the time of disclosure or later becomes public through no fault of the receiving Party; (b) was lawfully in the receiving Party's possession prior to disclosure; (c) is independently developed by the receiving Party; or (d) is rightfully obtained by the receiving Party from a third party without restriction.

The receiving Party shall: (i) 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; (ii) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) not use Confidential Information except to perform its obligations under this Agreement. If compelled by law to disclose Confidential Information, the receiving Party shall provide prompt written notice to the disclosing Party and cooperate reasonably to limit disclosure.

The Parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality obligations and that the disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

By checking this box, the signer acknowledges receipt of Confidentiality obligations under this Agreement and agrees to comply therewith.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within 30 days, the Parties may pursue any rights or remedies available in court.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, together with any written amendments executed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written.

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement to an affiliate or in connection with a sale of all or substantially all of its assets. No amendment to this Agreement is effective unless in writing and signed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The Parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. Waiver of any breach shall not constitute waiver of any subsequent breach.

NOTICES

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