Business Contingencies Template

Business Contingencies Template

Effective Date:

WHEREAS

WHEREAS, First Party is engaged in the business of providing goods and services described herein and maintains operational, financial and managerial arrangements that may be adversely affected by identifiable contingency events; and

WHEREAS, Second Party has a commercial interest in ensuring continuity of performance and has requested that First Party establish contingency measures to mitigate specified risks, allocate responsibilities for notice and remediation, and set forth adjustments to fees and schedules in the event contingencies occur; and

WHEREAS, the parties desire to set forth herein their respective obligations, notice procedures, documentation requirements and remedial measures to be applied if one or more contingency events occur during the term of this Agreement.

Scope of Work

The Scope of Work subject to contingency planning and potential adjustment is as follows. The parties agree that the contingency plans described in this Agreement are integral to the primary obligations and may modify performance timelines, deliverables, and payment obligations as set forth below.

Contingency Events

The following events shall constitute contingency events for purposes of this Agreement. The parties may designate additional events by written amendment endorsed by authorized representatives.

Force majeure (acts of God, natural disaster, epidemic or similar)

Supply chain disruption materially preventing performance

Financing failure or insolvency affecting project funding

Regulatory or permitting denial or suspension required for performance

Loss of key personnel whose replacement cannot be reasonably procured

Material insurance claim or coverage denial that impairs operations

Other:

Mitigation and Response

Upon the occurrence of any contingency event, the affected party shall promptly employ commercially reasonable efforts to mitigate the impact and implement the contingency measures described below. The party invoking a contingency shall provide written notice in accordance with the Notice provisions and include the documentation required under this Agreement.

Payment Terms

Base Contract Amount:

Contingency Fee Adjustment (if contingency is invoked):

Late Payment Fee:

Term and Termination

Term Commencement Date: and Termination Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for cause shall be permitted upon material breach that remains uncured for days after written notice of breach.

Confidentiality

Each party acknowledges that performance under this Agreement may require disclosure of confidential, business-sensitive or proprietary information. Each receiving party shall hold confidential all such information disclosed in connection with this Agreement and shall not disclose it to third parties except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party’s confidential information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates to seek protective treatment.

Notices

Notices under this Agreement shall be sent to the addresses below and shall be effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

Entire Agreement

This Agreement, including any schedules, attachments and written amendments signed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties and agreements, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both parties.

Remedies and Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party’s aggregate liability arising out of or related to this Agreement shall be limited to direct damages not to exceed the amount paid or payable under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

Execution

The parties represent that the individuals executing this Agreement have authority to bind their respective organizations. Signatures delivered by electronic means shall have the same force and effect as original signatures.

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