Business CIO Form

Business CIO Form

Parties

Recitals

WHEREAS, Client Name: desires to engage a qualified Chief Information Officer or information-technology consultant to provide strategic IT leadership and project oversight; and

WHEREAS, CIO / Consultant Name: represents that the CIO / Consultant has the skill, experience, and resources necessary to perform the services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Deliverables shall include, at minimum, development of IT strategy, oversight of major IT programs, vendor selection and negotiation support, cybersecurity risk assessment, and periodic reporting to Client's executive leadership. Specific milestones, acceptance criteria, and scheduled deliverables shall be documented in writing and appended as attachments to this Agreement when agreed.

Payment Terms

Compensation: Client agrees to pay CIO / Consultant the total amount of $ for services rendered under this Agreement, subject to the schedule below.

Invoices are payable within days of receipt. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, compounded monthly, and Client shall reimburse reasonable collection costs.

Reimbursable expenses (if any) must be pre-approved in writing and will be invoiced monthly with receipts. Payment of approved expenses is due under the same terms as professional fees.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, CIO / Consultant shall cease work, deliver to Client all work product completed to date, and shall be entitled to payment for services performed and approved expenses incurred through the effective date of termination, subject to any set-off for Client's damages resulting from a breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, customer data, systems architecture, source code, security designs, and financial information.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (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 are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions: Confidential Information shall not include information that is or becomes generally available to the public through no fault of the receiving party, that was already known to the receiving party without restriction, or that is independently developed without use of the disclosing party's Confidential Information. Required disclosures compelled by law shall be permitted only after prompt notice to the disclosing party and, if reasonably available, an opportunity for the disclosing party to seek protective measures.

Intellectual Property and Work Product

Ownership: Unless otherwise agreed in writing, Client shall own all deliverables and work product specifically prepared for Client under this Agreement. CIO / Consultant retains ownership of pre-existing materials, methodologies, tools, and general know-how used in the performance of services. To the extent necessary, CIO / Consultant hereby assigns to Client all right, title, and interest in and to work product created in the performance of this Agreement.

Representations; Independent Contractor

Each party represents that it has full authority to enter into this Agreement. CIO / Consultant is an independent contractor and not an employee, agent, or partner of Client. CIO / Consultant shall be solely responsible for taxes, insurance, and benefits for its personnel.

Liability and Indemnification

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid to CIO / Consultant under this Agreement in the preceding twelve (12) months.

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to customary notice and cooperation provisions.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within 30 days, disputes may be submitted to mediation and, if still unresolved, to binding arbitration or litigation as agreed by the parties. Remedies at law are not waived by seeking equitable relief.

Entire Agreement; Amendments

Entire Agreement: This Agreement, together with any attachments and written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices are effective upon receipt.

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