Business Contingency Agreement

Business Contingency Agreement

This Business Contingency Agreement (the Agreement) is entered into as of by and between Client Name: and Contingency Provider Name: .

Recitals

WHEREAS, Client operates a business that requires continuity planning and contingency support to maintain essential operations in the event of disruption, and Client desires to retain Provider to develop and deliver contingency planning, response coordination, and recovery services; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to provide the contingency planning and response services described in this Agreement and agrees to perform such services in accordance with the terms set forth herein; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the contingency services, fees, confidentiality, and governing law.

Scope of Work

Provider shall perform the contingency planning, activation, and recovery services described below. The following summary describes the core responsibilities to be provided; specific task orders or statements of work may be appended and incorporated by reference.

Payment Terms

In consideration for the services provided by Provider, Client shall pay Provider in accordance with the following fee structure and schedule. All fees are exclusive of applicable taxes unless otherwise stated. Provider shall invoice Client in accordance with the schedule below.

If any undisputed invoice is not paid within days after the invoice date, interest shall accrue on the overdue amount at the rate specified above, compounded monthly, and Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party given no fewer than days prior to the effective date of termination. Upon termination, Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other relating to business operations, financial data, trade secrets, plans, customer lists, and contingency plans. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided that the receiving party provides prompt notice to allow the disclosing party an opportunity to seek protective relief.

The receiving party shall (i) hold Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely for the performance of its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If the dispute cannot be resolved by negotiation within sixty (60) days, the parties may pursue any available legal or equitable remedies in the courts of competent jurisdiction in the chosen state.

Representations and Warranties; Insurance

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Provider shall maintain, at its expense, insurance coverage appropriate to the services provided, including general liability and professional liability insurance, and shall furnish certificates of insurance upon reasonable request.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, including lost profits or loss of business, even if advised of the possibility of such damages. Except for damages arising from gross negligence or willful misconduct, Provider's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total Fees paid to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Notices

Entire Agreement; Amendments

This Agreement, including any statements of work and task orders executed under it, 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. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a sale of substantially all of its assets or a merger involving Provider, provided that any assignee assumes Provider's obligations hereunder.

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