Business Document KMP

BUSINESS DOCUMENT KMP

Parties

Effective Date:

Recitals

WHEREAS, Client desires to engage Provider to perform management, advisory, and other business services described herein, and Provider has the experience and capacity to perform such services in accordance with the terms of this Agreement; and

WHEREAS, Provider will act as key management personnel responsible for oversight, strategic decision-making, and execution of the Scope of Work for the benefit of Client subject to the confidentiality, compensation, and term provisions below; and

WHEREAS, the parties intend by this document to set forth their entire agreement with respect to the services, compensation and responsibilities described herein.

Scope of Work

Provider shall deliver the services described above with due care and in a timely manner, coordinate with Client personnel as reasonably requested, and provide written reports of activities and decisions upon Client's written request.

Payment Terms

Payments are due within days of invoice unless otherwise agreed in writing. Invoices shall itemize services rendered, dates, and hours where applicable.

Late Fee: If any undisputed amount due remains unpaid past the payment due date, Client agrees to pay interest at the lesser of (i) per month, or (ii) the maximum rate permitted by law, plus all costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement commences on and, unless earlier terminated as provided herein, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work product and records related to the services performed up to the effective date of termination and Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other party ("Recipient") related to Discloser's business, operations, financials, strategies, trade secrets, customer lists, pricing and personnel, whether disclosed orally, visually or in writing.

Recipient shall (i) 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; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that: (a) is or becomes publicly available through no breach of this Agreement by Recipient; (b) is lawfully received from a third party without restriction; (c) is developed independently by Recipient without reference to Discloser's Confidential Information; or (d) is required to be disclosed by law or court order, provided Recipient gives Discloser prompt written notice and cooperates reasonably to limit disclosure.

The obligations in this section survive termination of this Agreement for a period of years.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all tangible deliverables and work product developed by Provider specifically for Client under this Agreement shall be the exclusive property of Client upon full payment for services. Provider retains ownership of its pre-existing tools, methodologies, templates and know-how, provided that Provider grants Client a nonexclusive, royalty-free license to any embedded materials necessary to use the deliverables.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for liability arising from breach of confidentiality or indemnification obligations, neither party shall be liable for special, consequential, incidental or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement; Amendments

This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior oral and written agreements. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered personally, by certified mail, or by recognized overnight courier to the addresses set forth above or to such other address as either party may designate by written notice.

Execution

The parties have executed this Agreement as of the Effective Date set forth above by their duly authorized representatives.

Sign Now