Business BOR Template

BUSINESS BOR TEMPLATE

This Business BOR Template (the "Agreement") is made and entered into as of by and between Company Name: and Contractor Name: .

WHEREAS Recitals

WHEREAS, Company desires to engage Contractor to perform certain business services and deliverables described herein, and Contractor represents that it has the skill, experience, and legal capacity to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term, and other obligations of their relationship in this written Agreement to avoid misunderstandings and protect their respective rights and interests.

Scope of Work

Contractor shall provide the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. The parties agree that the written description below, together with any attachments or accepted proposals, defines the scope of Contractor's obligations.

Payment Terms

In consideration for Contractor's performance, Company shall pay Contractor the fees, reimbursements, and expenses set forth below. Unless otherwise stated, amounts are exclusive of applicable taxes.

Past due amounts shall accrue interest at the lesser of the rate specified below or the maximum rate permitted by applicable law. Interest begins on the day after payment is due.

Term and Termination

The initial term of this Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue through .

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 above. Termination does not relieve either party from liability for obligations incurred prior to termination or from obligations that by their nature survive termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, financial information, customer lists, pricing, technical data, trade secrets, and proprietary software.

The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or written request, the Receiving Party shall return or destroy all tangible embodiments of Confidential Information and certify in writing that it has done so. The confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Indemnification and Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligent acts, willful misconduct, or infringement of third-party intellectual property rights resulting from performance of this Agreement.

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total amount paid or payable to Contractor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be in writing and addressed to the parties at their respective addresses below or to such other address as the receiving party may designate in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties agree that disputes shall first be submitted to good-faith negotiations between senior representatives. If unresolved within 30 days, disputes may be submitted to mediation, and if still unresolved, may be litigated in the state or federal courts located in the governing state.

Entire Agreement; Amendment

This Agreement, together with any attachments, exhibits, and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be binding unless executed in writing by authorized representatives of both parties.

Severability; Survival

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Provisions that by their nature should survive termination or expiration of this Agreement, including confidentiality, indemnification, and limitation of liability, shall survive.

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