Business COI Document

BUSINESS COI DOCUMENT

This Business COI Agreement (the Agreement) is made effective as of by and between:

Client Name:    Contractor Name:

RECITALS

WHEREAS, Client requires that Contractor maintain and provide evidence of insurance coverage meeting the minimum requirements described in this Agreement prior to commencement of any services; and

WHEREAS, Contractor represents that it maintains insurance policies and will furnish a Certificate of Insurance (COI) evidencing such policies and any endorsements required by Client; and

WHEREAS, the parties desire to set forth the scope of services, payment terms, insurance obligations, confidentiality, and other material terms governing their relationship.

SCOPE OF WORK

INSURANCE REQUIREMENTS (COI)

Contractor shall procure and maintain, at its sole cost and expense, insurance of the types and minimum limits set forth below and shall provide Client with a Certificate of Insurance and any required endorsements prior to commencement of services.

Required coverages and minimum limits:

General Liability — Minimum combined single limit per occurrence:

Automobile Liability — Minimum limit:

Workers' Compensation — Statutory limits and Employer's Liability:

From to

Client to be named as Additional Insured on policies as required by the contractual relationship.

Waiver of Subrogation and Primary/Noncontributory endorsement required where applicable.

Certificate of Insurance and endorsements attached to this Agreement.

PAYMENT TERMS

Late payments shall incur a fee of % per month or the maximum permitted by law, whichever is less. In addition to the late fee, Contractor may suspend performance after written notice and a cure period described below.

TERM AND TERMINATION

Term Commencement Date: ; Term Expiration Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the nature of the breach.

CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose to any third party any confidential or proprietary information disclosed by the other party during the Term of this Agreement, except as required by law. Confidential information includes business plans, financial data, customer lists, technical information, and other information designated proprietary or that reasonably should be understood to be confidential.

Permitted disclosures shall be limited to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

By checking this box, the signatory acknowledges and accepts the confidentiality obligations set forth above.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall first attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the county where Client is located, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any schedules, exhibits, and the Certificate of Insurance attached hereto, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless executed in writing by authorized representatives of both parties.

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