Business Document BMW Docs

Business Document BMW Docs

RECITALS

WHEREAS, Party A (Provider) desires to provide professional goods and/or services to Party B (Client) on the terms set forth in this Agreement; and

WHEREAS, Party B desires to retain Party A to perform such services and pay the fees described below; and

WHEREAS, the parties wish to set forth their full agreement governing the provision of such services and related obligations.

PARTIES

SCOPE OF WORK

Provider will perform the services and deliverables described below in a professional manner consistent with industry standards. The parties acknowledge that timelines and deliverables may be adjusted only by written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for performance of the Scope of Work, Client shall pay Provider the fees set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise stated on an invoice, payment is due within days of invoice date. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse Provider for reasonable out-of-pocket expenses approved in advance.

TERM AND TERMINATION

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

Effective Date:   End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may also terminate for convenience upon thirty (30) days prior written notice; in such event Provider shall be entitled to payment for services performed through the effective termination date.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, financial and other proprietary information disclosed in connection with this Agreement. 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, (b) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach, is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, or is rightfully received from a third party without restriction.

The confidentiality obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall first attempt in good faith to resolve any dispute through negotiation between senior representatives. If the dispute is not resolved within forty-five (45) days, the parties may pursue any remedies available at law or in equity in the state or federal courts located in the chosen governing jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, including any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, and representations.

Assignment: Neither party may assign this Agreement or any of its rights without the prior written consent of the other party, except that Provider may assign to an affiliate or a successor to substantially all of its business without such consent.

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party's compliance with reasonable notice and defense cooperation obligations.

Limitation of Liability: Except for liability arising from willful misconduct or a party’s breach of confidentiality, in no event shall either party be liable for special, incidental, consequential or punitive damages, and aggregate liability for any claim shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

EXECUTION

The parties have executed this Agreement through their duly authorized representatives as set forth below.

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