Business CRP Template

BUSINESS CRP TEMPLATE

This Business CRP Agreement (the Agreement) is entered into as of by and between:

Client Name:

Service Provider:

RECITALS (WHEREAS)

WHEREAS, Client operates a business engaged in activities for which Client desires assistance in planning, remediation, or other business-critical process remediation ("CRP Services"); and

WHEREAS, Service Provider has represented that it has the experience, personnel and capability to provide the CRP Services described herein and Client desires to retain Service Provider on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the CRP Services as described below. The description sets forth the primary deliverables, milestones, and acceptance criteria. Any material changes to the scope shall be made only by written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider for the CRP Services in accordance with the following terms.

All sums payable under this Agreement are exclusive of taxes. Client shall pay any applicable sales, use or other transactional taxes, except for taxes based on Service Provider's net income. If Client disputes any portion of an invoice in good faith, Client shall notify Service Provider in writing within five (5) business days and pay any undisputed portion in accordance with this Agreement.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach.

Upon termination, Client shall pay Service Provider for all services performed and authorized expenses incurred through the effective date of termination and for any reasonable wind-down costs expressly approved in writing.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the 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.

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

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than by the receiving party's breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Upon written request of the disclosing party following termination or expiration of this Agreement, the receiving party shall promptly return or destroy all copies of Confidential Information and certify in writing that it has complied with this obligation, except for one archival copy retained solely for compliance purposes.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and that the disclosing party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

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 hereby submit to the exclusive jurisdiction of the federal and state courts located in that State for purposes of any legal action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits expressly incorporated herein, 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. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee relationship, or agency relationship between the parties.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, to the party's address set forth above or to any other address that a party designates by notice in accordance with this Section.

Sign Now