Business Contract Management

BUSINESS CONTRACT MANAGEMENT AGREEMENT

This Business Contract Management Agreement ("Agreement") is entered into as of by and between:

Client Name:    Client Address:

Contractor Name:    Contractor Address:

RECITALS

WHEREAS, Client requires management, oversight and administration of certain business contracts, procurement obligations, vendor relationships, and associated deliverables (collectively, the "Contract Management Services"); and

WHEREAS, Contractor represents that it has the necessary experience, personnel and resources to provide professional Contract Management Services to Client on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

Contractor shall perform the Contract Management Services described above, including without limitation: monitoring contract timelines and milestones; coordinating renewals and amendments; managing vendor communications; maintaining a contract register; producing periodic status reports; and performing reasonable administrative tasks necessary to maintain contractual compliance.

2. PAYMENT TERMS

Unless otherwise agreed in writing, invoices shall be submitted by Contractor to Client in accordance with the payment schedule. Payments are due within days of receipt of a correct invoice.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and any applicable taxes not included in Contractor's invoices.

3. 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 without cause upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within 15 days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Definition of Confidential Information: "Confidential Information" means all non-public, proprietary or business information disclosed by one party ("Discloser") to the other ("Recipient") whether orally, in writing or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Recipient shall (i) keep Confidential Information strictly confidential using at least the same degree of care it uses to protect its own confidential information (but no less than a reasonable degree of care); (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, agents or contractors who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public through no breach by Recipient; (b) was rightfully known to Recipient prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all materials, reports and deliverables prepared by Contractor specifically for Client under this Agreement ("Work Product") shall be deemed work made for hire. Contractor hereby assigns to Client all right, title and interest in and to such Work Product, subject to Client's payment of amounts due. Contractor retains ownership of its pre-existing tools, methodologies and intellectual property, and grants Client a non-exclusive license to those elements only to the extent incorporated in the Work Product.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party ("Indemnitor") shall defend, indemnify and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Indemnitor's gross negligence or willful misconduct in performing its obligations under this Agreement.

Limitation of Liability: EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth above or to such other address as a party may designate by notice. Notices shall be deemed given upon receipt by hand delivery, certified mail (return receipt requested), or next business day by recognized overnight courier.

8. FORCE MAJEURE; ASSIGNMENT

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, labor disputes, governmental actions, epidemics, or other force majeure events; provided that the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

9. GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes.

10. AMENDMENT; ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

Relationship of the Parties: Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employment, joint venture, partnership, or agency relationship between the parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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