Business Delegation Contract

Business Delegation Contract

This Business Delegation Contract (the Agreement) is entered into on by and between (Delegator) with principal place of business at , and (Delegatee) with principal place of business at .

RECITALS

WHEREAS, Delegator is engaged in the business of providing the services and performing the tasks described in this Agreement and desires to delegate certain responsibilities to Delegatee under the terms set forth herein; and

WHEREAS, Delegatee represents that it has the necessary expertise, personnel, and resources to perform the delegated tasks in a competent and professional manner and agrees to accept such delegation subject to the terms of this Agreement; and

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

SCOPE OF WORK

Delegatee shall perform the Delegated Services in accordance with the standards of care and diligence customary in Delegatee’s industry and shall comply with all applicable laws, regulations, and reasonable directions of Delegator. Delegatee shall provide regular progress reports and shall promptly notify Delegator of any material obstacles to performance.

PAYMENT TERMS

Unless otherwise agreed in writing, payments are due according to the Payment Schedule. Late payments shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by law. Delegatee may suspend performance if payments are more than days overdue, provided Delegator receives prior written notice and a reasonable opportunity to cure.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, terminates on .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period set forth above after receipt of written notice specifying the breach. Delegator may terminate this Agreement for convenience upon providing the notice required above; in such case, Delegator shall pay Delegatee for all work performed through the effective date of termination and any non-cancellable obligations incurred by Delegatee in performing the Delegated Services.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party (Discloser) to the other party (Recipient) relating to business operations, customer information, pricing, trade secrets, software, technical data, and other proprietary information, whether disclosed orally, in writing, or by inspection. Confidential Information does not include information that: (a) is or becomes generally available to the public through no wrongful act of Recipient; (b) was rightfully in Recipient’s possession prior to disclosure by Discloser; (c) is rightfully received by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser’s Confidential Information.

Recipient shall (i) use Confidential Information solely for the performance of this Agreement, (ii) restrict disclosure to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. If Recipient is compelled by law to disclose Confidential Information, Recipient shall provide Discloser prompt written notice and cooperate with Discloser in any lawful efforts to limit or contest such disclosure.

INDEMNIFICATION AND INSURANCE

Delegatee shall indemnify, defend and hold harmless Delegator from and against claims, liabilities, losses, damages, and reasonable costs (including attorneys' fees) arising out of Delegatee’s gross negligence, willful misconduct, or material breach of this Agreement. Delegatee shall maintain insurance coverage appropriate to the nature of the Delegated Services, including commercial general liability and professional liability where applicable, and shall provide certificates of insurance upon request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties consent to the exclusive jurisdiction of the courts located in that State for any dispute arising under or in connection with this Agreement.

ENTIRE AGREEMENT AND AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the parties: Delegatee is an independent contractor and is not an agent, employee, or legal representative of Delegator for any purpose. Neither party shall 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 or sale of substantially all assets.

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