Business Boet Template

BUSINESS BOET AGREEMENT

This Business Boet Agreement ("Agreement") is made and entered into by and between:

Client Name:     Client Address:

Service Provider Name:     Service Provider Address:

Effective Date:

WHEREAS

WHEREAS, Client engages Service Provider to perform certain business advisory, operational, and implementation services as further described below;

WHEREAS, Service Provider represents that it has the necessary experience, personnel, and resources to provide the services in a professional manner consistent with industry standards;

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided.

SCOPE OF WORK

Service Provider shall perform the services described above and furnish all labor, supervision, materials (unless otherwise specified), equipment, and administrative functions necessary to complete the services in accordance with this Agreement. Service Provider shall allocate personnel with appropriate qualifications and shall perform the services in a commercially reasonable manner.

PAYMENT TERMS

Invoices: Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay undisputed amounts within days of receipt of invoice unless other terms are specified above.

Late Payment Fee: Any past due amount shall accrue interest at % per month (or the maximum rate permitted by law, if less), calculated monthly on the outstanding balance from the date payment was due until paid.

  Bank transfer      Check      Other (specify):

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may immediately terminate this Agreement for material breach if the breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") relating to business plans, financial information, trade secrets, customer lists, pricing, methodologies, software, and other proprietary information, whether disclosed orally, visually, or in writing.

Obligations: Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) use Confidential Information solely for the purpose of performing under this Agreement. Receiving Party shall exercise at least the same degree of care in protecting the Confidential Information as it employs to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) is rightfully received by Receiving Party from a third party without restriction; (c) was in Receiving Party's possession prior to disclosure by Disclosing Party; or (d) is independently developed by Receiving Party without use of Confidential Information.

Compelled Disclosure: If Receiving Party is required by law or regulation to disclose Confidential Information, Receiving Party shall, to the extent permitted, provide prompt written notice to Disclosing Party and cooperate to seek protective measures or other appropriate relief.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: , without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits referenced herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor by way of merger, acquisition, or sale of substantially all of its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from any claims, losses or liabilities arising out of the indemnifying party's willful misconduct or gross negligence in performing its obligations under this Agreement.

Remedies: The remedies available to the parties under this Agreement are cumulative and in addition to any other remedies available at law or in equity. In the event of a breach of the confidentiality provisions, the non-breaching party shall be entitled to injunctive relief.

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