Business Capabilities Template

Business Capabilities Template

This Business Capabilities Template and Services Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: with principal place of business at (Company), and Recipient Name: with principal place of business at (Recipient). Company and Recipient are each a Party and collectively the Parties.

Whereas

WHEREAS, Company possesses specific business capabilities, technical expertise, personnel, resources, and prior project experience relevant to Recipient’s needs and has prepared this statement of capabilities and proposed scope of services; and

WHEREAS, Recipient desires to evaluate Company’s capabilities for potential engagement and, if acceptable, to engage Company pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that the representations, scope, and commercial terms herein form the basis for any subsequent statement of work or services order executed by the Parties.

Scope of Work

Relevant Experience & Certifications

Payment Terms

Fees for the services described in the Scope of Work shall be: Total Estimated Amount: . Payment shall be made according to the following schedule:

Late payments shall accrue interest at a rate of on unpaid balances or the maximum rate permitted by applicable law, whichever is lower. All fees are exclusive of applicable taxes.

Term and Termination

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

Either Party may terminate this Agreement for convenience upon written notice of days to the other Party. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means any information disclosed by one Party (Disclosing Party) to the other (Receiving Party) in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, but is not limited to, business plans, pricing, technical data, trade secrets, and client lists.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that is or becomes publicly available without breach, is rightfully received from a third party without obligation of confidentiality, or is independently developed without use of the other Party’s Confidential Information.

The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify for trade secret protection under applicable law. The Parties acknowledge that a breach of confidentiality may cause irreparable harm and that injunctive or equitable relief may be appropriate absent adequate remedy at law.

Limitation of Liability

Except for breaches of the confidentiality provisions or for willful misconduct, in no event shall either Party be liable to the other for incidental, consequential, special, punitive, or exemplary damages, whether arising in contract, tort (including negligence), strict liability, or otherwise. Each Party’s aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid to Company under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Pricing Structure, Exclusions, and References

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

This Agreement, together with any attachments or executed 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. Any amendment or modification must be 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, except to an affiliate or in connection with a merger or sale of substantially all assets. Notices shall be sent to the contact information provided below.

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