Business Boots Template

BUSINESS BOOTS TEMPLATE

Parties and Effective Date

Effective Date:

Recitals (WHEREAS)

WHEREAS, Client desires to procure certain business consulting, merchandising and operational support services related to the sale and distribution of boots and related footwear products, as further described herein; and

WHEREAS, Provider represents that it has the expertise, personnel and resources to perform the services described in this Agreement and is willing to perform such services for Client on the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth their agreement in writing to avoid misunderstanding and to memorialize the parties' obligations with respect to the scope, payment and confidentiality of information exchanged in connection with the engagement.

Scope of Work

Provider shall provide the services and deliverables described below. Provider shall exercise commercially reasonable efforts, consistent with industry standards for footwear retail and distribution, to meet the timelines and specifications agreed in writing by the parties.

Payment Terms

Client shall pay Provider compensation in accordance with the schedule set forth below. All amounts due are exclusive of taxes which Client shall pay when applicable unless Client provides a valid exemption certificate.

Any amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider to recover delinquent amounts.

Term and Termination

This Agreement shall commence on the Effective Date above and, unless earlier terminated in accordance with this section, shall continue until .

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed prior to termination.

Upon termination, Provider shall deliver to Client all work in progress and completed deliverables and shall invoice Client for any unpaid fees earned through the effective date of termination. Sections entitled Confidentiality, Indemnification, Governing Law and Entire Agreement shall survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked or otherwise identified as confidential or that by its nature should reasonably be considered confidential, including product designs, pricing, sourcing, customer lists and business strategies. The receiving party shall (a) hold Confidential Information in strict confidence using at least the same standard of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party 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 set forth herein.

Confidential Information shall not include information that is (i) in the public domain through no fault of the receiving party, (ii) lawfully received from a third party without breach of any obligation of confidentiality, or (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information. If the receiving party is required by law or regulation to disclose Confidential Information, it shall promptly notify the disclosing party (to the extent permitted) and cooperate in seeking protective measures.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of its negligent acts or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR BREACH OF THE CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for purposes of any litigation arising out of this Agreement.

Entire Agreement

This Agreement, together with any written exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets. The invalidity or unenforceability of any provision shall not affect the remaining provisions, which shall remain in full force and effect. Notices required hereunder shall be in writing and delivered to the addresses set forth above.

Sign Now