Business Binder

Business Binder Agreement

Effective Date:

Parties

Recitals

WHEREAS, Provider is engaged in the business of compiling, organizing and delivering a comprehensive business binder consisting of core corporate documents, operational manuals, contracts, policy and procedure materials, and related records as further described in this Agreement; and

WHEREAS, Client desires to engage Provider to assemble, maintain and deliver such Business Binder for Client's use in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights, responsibilities, payment terms and the limits of liability with respect to the Business Binder services to be performed by Provider.

Scope of Work

Provider will assemble and deliver to Client a Business Binder containing the documents, materials and index described below. Provider will perform the services with reasonable skill, care and in accordance with industry practice. Specific tasks include compilation, formatting, indexing, and a single delivery of either a physical binder or a single electronic binder file as selected by the Client.

Payment Terms

Client shall pay Provider for the compilation and delivery of the Business Binder as follows. All monetary amounts are USD unless otherwise specified.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, if Provider pursues collection for overdue amounts.

Term and Termination

This Agreement commences on the Effective Date and continues until delivery and final acceptance of the Business Binder by Client, unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified below. Termination shall not relieve Client of obligation to pay for services performed and accepted prior to termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive confidential or proprietary information (Confidential Information). Confidential Information shall not include information that is (i) generally known to the public through no fault of the receiving party; (ii) rightfully received from a third party without restriction; or (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information. Receiving party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. This obligation survives termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Ownership

Provider retains ownership of any methodologies, templates and pre-existing materials used to prepare the Business Binder. Upon full payment, Provider grants Client a non-exclusive, perpetual license to use and reproduce the final compiled binder materials delivered to Client for Client's internal business purposes. Client shall not distribute or resell Provider's proprietary templates or underlying working files without Provider's prior written consent.

Limitation of Liability; Indemnification

Except for willful misconduct or gross negligence, Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement. Client agrees to indemnify and hold harmless Provider from and against any third-party claims arising from Client's use or dissemination of the Business Binder, except to the extent caused by Provider's gross negligence or willful misconduct.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, by hand, certified mail (return receipt requested) or overnight courier, and shall be deemed given upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes first through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the county of the chosen governing law, conducted in accordance with the arbitration rules applicable in that jurisdiction.

Miscellaneous Provisions

Entire Agreement: This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating to the subject matter hereof. No modification shall be effective unless in a writing signed by both parties.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Acknowledgments

Each party represents and warrants that it has full authority to enter into this Agreement and that the person signing below is authorized to bind the party to the terms herein.

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