Business Bag Technique Template

Business Bag Technique Template

Parties and Effective Date

This Business Bag Technique Template Agreement (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Provider has developed and refined a set of procedural steps, methods, and tools collectively referred to as the "Business Bag Technique" for improving operational workflows, client intake, and discrete business processes; and

WHEREAS, Client desires to retain Provider to apply the Business Bag Technique for Client's business purposes under the terms set forth in this Agreement, and Provider is willing to provide such services pursuant to the terms below.

Scope of Work

Provider will perform the services described below (the "Services"). Specific deliverables, milestones, acceptance criteria, and related timelines shall be set forth and revised by mutual written agreement of the parties.

Payment Terms

Client shall pay Provider for the Services in accordance with the terms set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

Overdue payments shall incur interest at percent per month (or the maximum lawful rate if less). Provider may suspend Services for failure to pay undisputed amounts following ten (10) days' written notice.

Term and Termination

This Agreement commences on and will continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Upon termination, Client shall pay Provider for Services performed and unreimbursed expenses incurred through the effective date of termination. Sections that by their nature survive termination shall so survive.

Confidentiality

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party in connection with this Agreement. The receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to those employees, consultants, or contractors who have a need to know and are bound to protect it; 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 is or becomes generally known through no wrongful act of the receiving party, independently developed without reference to Confidential Information, or rightfully received from a third party without obligation of confidentiality. The receiving party may disclose Confidential Information as required by law provided it gives prompt notice and cooperates in seeking a protective order.

Intellectual Property & Work Product

Unless otherwise agreed in writing, Provider retains ownership of methodologies, tools, templates, processes, know-how, and other pre-existing intellectual property used in performing the Services. Client is granted a non-exclusive, non-transferable license to use any deliverables solely for Client's internal business purposes as expressly provided in this Agreement.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Provider shall indemnify Client for claims arising from Provider's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE PARTIES' AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Venue for any dispute shall be in the courts located in that state unless the parties agree in writing otherwise.

Entire Agreement

This Agreement, together with any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification must be made in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be delivered to the addresses provided above or to such other address as either party designates in writing. If any provision is held unenforceable, the remainder will remain in full force. Neither party may assign this Agreement without the other's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

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