Business BV Template

BUSINESS BV AGREEMENT

Client Name:    Client Address:

Provider Name:    Provider Address:

RECITALS

WHEREAS, Client is engaged in the business of operating a private limited company and requires certain professional services from Provider; and

WHEREAS, Provider represents that it possesses the skills, experience, and personnel necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services for Client effective as of Effective Date: .

SCOPE OF WORK

Provider shall perform the services described below in a professional and workmanlike manner in accordance with accepted industry standards. Provider shall deliver all deliverables in accordance with any timelines and milestones agreed by the parties.

PAYMENT TERMS

Client shall pay Provider the total Contract Amount of (currency as agreed) for the services described herein. Payments shall be made in accordance with the following schedule:

Invoices are due within days of receipt. Any undisputed amount not paid when due shall accrue interest at a rate of per month (or the maximum rate permitted by applicable law, if lower) until paid in full. Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that in connection with this Agreement it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means all non-public information disclosed by the Disclosing Party 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. The Receiving Party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted by this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure, at least as protective as those taken to protect its own confidential information.

Confidential Information shall not include information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) was known to the Receiving Party prior to receipt from the Disclosing Party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party prompt written notice and reasonably cooperate to seek confidential treatment or a protective order.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to principles of conflict of laws. The parties hereby submit to the exclusive jurisdiction of the courts located within that jurisdiction for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral, relating to such subject matter. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the Parties: Provider is an independent contractor and nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the parties. Provider has no authority to bind Client except as expressly provided in writing.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement 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 remainder of the Agreement will continue in full force and effect.

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