Business COPE Document

BUSINESS COPE DOCUMENT

This Business COPE Document ("Agreement") is entered into as of Effective Date: by and between Party A Name: and Party B Name: .

WHEREAS

WHEREAS, Party A is engaged in the business of providing operational continuity, preparedness and emergency planning services, and represents that it has the expertise, personnel, and resources necessary to perform the services described herein;

WHEREAS, Party B desires to obtain Business COPE services to enhance continuity of operations, risk mitigation and incident response capability for its business operations, and Party A is willing to provide such services under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

Services shall include the development, review, and delivery of a COPE plan, training materials, tabletop exercises, and up to specified deliverables as described in the Description of Services above. Any material changes to scope shall be documented in a written change order signed by authorized representatives of both parties.

PAYMENT TERMS

Invoices will be issued in accordance with the Payment Schedule and are payable within days of invoice date. Payments not received within such period shall incur a late fee of per month on the outstanding balance, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days after written notice thereof. Termination shall not relieve either party of payment obligations accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or business information disclosed by either party to the other, whether disclosed orally, in writing, or by inspection, including without limitation plans, systems, reports, analyses, specifications, and pricing. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose such information to any third party except to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) use Confidential Information solely for the performance of this Agreement.

The obligations of confidentiality shall remain in effect for a period of years following termination or expiration of this Agreement, except for information that (a) is or becomes publicly available other than by breach of this Agreement, (b) was rightfully in the receiving party's possession prior to disclosure, or (c) is required to be disclosed by law or valid court order, in which case the receiving party shall provide prompt written notice where legally permissible.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets provided the assignee assumes all obligations hereunder.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its negligent or willful acts or omissions in the performance of this Agreement.

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