Business CLM Document

Business CLM Document

Document Analysis

This Business CLM Document functions as a general commercial contract establishing the business relationship and lifecycle management terms between two contracting parties. It contains recitals to record purpose and context, a detailed scope of work, payment terms (including amount, schedule and late fee), term and termination provisions (with notice requirements), confidentiality obligations, governing law and an entire agreement clause. The document requires execution by two parties: the Provider (service or solution provider) and the Client (purchasing party).

Identification of Parties

Recitals

WHEREAS, Provider is engaged in the business of providing commercial services and solutions as described in this agreement; and

WHEREAS, Client desires to retain Provider to perform the services set forth herein and Provider is willing to perform such services under the terms and conditions of this Business CLM Document effective as of .

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

Scope of Work

Provider shall perform the services, deliverables and responsibilities described below in a professional and workmanlike manner. Provider shall comply with the specifications, timelines and acceptance criteria set forth in the scope statement.

Payment Terms

Client shall pay Provider the fees and reimbursements set forth below in consideration for the services performed under this Agreement. All amounts are payable in lawful currency and are exclusive of applicable taxes unless stated otherwise.

Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Disputed amounts shall be communicated in writing within ten (10) days and the parties shall negotiate in good faith to resolve any dispute.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice.

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination. Sections related to confidentiality, indemnity and payment obligations shall survive termination as specified herein.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such information except as necessary to perform under this Agreement or as required by law. Confidential information includes, without limitation, business plans, pricing, customer lists, technical data and trade secrets.

The Receiving Party shall take reasonable measures, at least equivalent to those it uses to protect its own confidential information, to prevent unauthorized disclosure. Obligations of confidentiality survive for a period of three (3) years from the date of disclosure, unless otherwise agreed in writing.

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 its choice-of-law rules. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute cannot be resolved within sixty (60) days, either party may pursue all available legal and equitable remedies in the state and federal courts located in the specified jurisdiction.

Representations; Insurance; Indemnity

Each party represents that it has full corporate power and authority to enter into this Agreement and to perform its obligations. Provider shall maintain reasonable insurance coverage customary for its industry. Each party shall indemnify and hold harmless the other from and against any third-party claims arising from its own gross negligence or willful misconduct in connection with this Agreement.

Entire Agreement; Amendment

This Agreement, together with any statements of work or exhibits incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, proposals and agreements. No amendment or waiver of any provision shall be effective unless in a writing signed by both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

Notices: All notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice in accordance with this section.

Execution

The parties have caused this Agreement to be executed by their duly authorized representatives as of the dates set forth below.

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