Business BBH Template

BUSINESS BBH TEMPLATE AGREEMENT

This Business BBH Template Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: with principal place of business at and Client Name: with principal place of business at .

RECITALS

WHEREAS, Provider is engaged in the business of providing professional services and deliverables as described below and possesses the necessary expertise, personnel and resources to perform the Scope of Work; and

WHEREAS, Client desires to retain Provider to perform the Scope of Work under the terms and conditions set forth in this Agreement and Provider is willing to provide such services in accordance with the terms hereof; and

WHEREAS, the parties intend that this Agreement define their respective rights and obligations and provide a complete allocation of risk between the parties.

SCOPE OF WORK

Provider shall perform the services and deliverables set forth in this section (the "Scope of Work"). Provider shall perform the Scope of Work in a professional and workmanlike manner and in accordance with industry standards.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client shall pay Provider the fees and expenses described below. All payments are due in United States dollars unless otherwise agreed in writing. Provider shall invoice Client in accordance with the payment schedule below and Client shall pay undisputed amounts within the time period specified.

All late payments shall accrue interest at the rate specified in the Late Payment Fee above from the date due until paid. In addition to interest, Provider may suspend performance for any undisputed late amounts upon providing written notice to Client and shall be entitled to recover all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for all services performed and expenses incurred through the effective date of termination, including any non‑cancellable commitments made by Provider in performance of the Scope of Work.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") whether orally, in writing, or by inspection of tangible objects, including without limitation business plans, technical data, trade secrets, customer lists, pricing, and other proprietary information. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known by the Receiving Party prior to its disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of Confidential Information.

The Receiving Party shall: (i) protect the Disclosing Party's 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; (ii) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. The Receiving Party shall promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.

Notwithstanding the foregoing, either party may disclose Confidential Information to the extent required by law or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates, at the Disclosing Party's expense, in efforts to obtain confidential treatment or a protective order.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes arising under this Agreement through negotiation between senior executives. If unresolved, disputes shall be resolved in the state or federal courts located in the chosen State, and each party consents to exclusive jurisdiction and venue therein.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any attachments and written 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 and understandings, both written and oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes all obligations hereunder.

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