Business BRA Template

Business BRA Template

This Business Agreement ("Agreement") is entered into as of between the parties identified below.

Parties

Client Name:

Individual Corporation LLC Partnership

Service Provider Name:

Individual Corporation LLC Partnership

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services and assistance as set forth in this Agreement; and

WHEREAS, Service Provider has the expertise and capacity to perform the services described in this Agreement and agrees to perform such services in accordance with the terms, conditions and compensation set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

Service Provider shall provide the services, deliverables and performance described below. The scope set forth herein may be modified only by written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider for the performance of services as set forth below. All amounts are in lawful currency and exclude applicable taxes unless otherwise specified.

Service Provider shall submit invoices in accordance with the schedule above. Client shall pay undisputed invoices within days of receipt. Disputed items must be raised in writing within ten (10) days of receipt of the invoice.

Any past due amount shall bear interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse reasonable collection costs incurred by Service Provider.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Either party may also terminate for insolvency, bankruptcy, or if continuation would violate applicable law. Upon termination, Client shall pay Service Provider for all services performed and expenses reasonably incurred through the effective date of termination. All Confidential Information must be returned or destroyed within days of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by one party to the other that is designated confidential or that by its nature ought reasonably to be considered confidential. Each party agrees: (a) to hold Confidential Information of the other in strict confidence; (b) not to disclose such Confidential Information to third parties except as required to perform its obligations under this Agreement; and (c) to use Confidential Information solely to perform obligations under this Agreement.

Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) is lawfully obtained from a third party without restriction; or (iii) is independently developed without use of the other party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, regulation, or valid order of a court or governmental authority, provided that, to the extent permitted, the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties shall attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in the chosen state.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full corporate or individual power and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Each party agrees to indemnify, defend and hold harmless the other party from any third-party claims arising out of its breach of this Agreement, gross negligence, or willful misconduct, subject to limitations set forth herein.

Entire Agreement; Miscellaneous

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or such other address as either party may designate in writing) by personal delivery, certified mail, return receipt requested, or commercial overnight courier, and shall be deemed given when received.

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