Business CPO Template

BUSINESS CPO SERVICES AGREEMENT

This Business CPO Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Provider").

WHEREAS

WHEREAS, Client seeks the services of Provider to perform Chief Procurement Officer functions, strategic procurement oversight, and related procurement process improvements as further described in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to provide such services to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective obligations, compensation, and protections in writing.

1. SCOPE OF WORK

2. PAYMENT TERMS

Compensation: Client shall pay Provider a fixed fee of $ (the "Fee") for the Services described herein, subject to the payment schedule below.

Invoicing and Payment Terms: Provider shall issue invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of invoice receipt. Late payments shall accrue interest at the rate of on the outstanding balance, compounded monthly, or the maximum rate permitted by law, whichever is less.

Expenses: Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance of the Services upon submission of receipts or other documentation.

3. TERM AND TERMINATION

Term: The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least prior to the effective termination date.

Termination for Cause: Either party may immediately terminate this Agreement for material breach by the other party that is not cured within thirty (30) days following written notice specifying the breach. Upon termination for any reason, Client shall pay Provider for Services performed and approved deliverables up to the effective date of termination.

4. CONFIDENTIALITY

Definition: "Confidential Information" means all non-public business, technical, financial, and other proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether oral, written or electronic, 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: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public without breach of this Agreement, (ii) was lawfully in the Receiving Party's possession prior to disclosure, (iii) is received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the Receiving Party without use of Confidential Information.

Duration: The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets and personal data, for which obligations shall survive as long as such information remains a trade secret or is required by law.

Mutual confidentiality obligation applies

5. REPRESENTATIONS; INDEPENDENT CONTRACTOR

Each party represents that it has the full right, power, and authority to enter into this Agreement and perform its obligations. Provider is an independent contractor and nothing in this Agreement will be construed to create an employment, partnership, joint venture, or agency relationship.

6. LIABILITY; INDEMNIFICATION

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its breach of this Agreement, gross negligence, or willful misconduct. The indemnifying party shall have control of defense and settlement, provided that no settlement imposing liability on the indemnified party may be entered without the indemnified party's prior written consent.

Limitation of Liability: Except for liability arising from a party’s gross negligence, willful misconduct, or breach of Section 4 (Confidentiality), neither party's aggregate liability under this Agreement shall exceed the total Fees paid by Client to Provider in the twelve (12) months preceding the claim.

7. 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 disputes arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement 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. Any amendment or modification to this Agreement must be in writing and signed by both parties.

9. MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

Notices: All notices under this Agreement must be in writing and delivered by hand, nationally recognized overnight courier, or registered mail to the address specified by each party. Notices are effective upon receipt.

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