Business Document Overland PDF

Business Document Overland PDF

Agreement Date:

Parties

Recitals

WHEREAS, Client desires to retain Provider to perform certain business services related to Overland operations, logistics, and documentation management as described in this Agreement; and

WHEREAS, Provider represents that it possesses the professional experience, personnel, and capacity to perform the services in a competent and timely manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Provider shall perform the services, deliverables, and duties described below. Provider shall be responsible for providing labor, materials, supervision, and management necessary to accomplish the Scope of Work.

Payment Terms

In consideration for the services rendered by Provider, Client shall pay Provider in accordance with the following terms.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon giving the other party not less than days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred through the effective date of termination.

Confidentiality

Each party (the Recipient) shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the Discloser) in connection with this Agreement ("Confidential Information"). Recipient shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall not disclose it to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidential Information does not include information that: (a) was already known to Recipient without obligation of confidentiality at the time of disclosure; (b) becomes publicly known through no wrongful act of Recipient; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information as required by law, provided Recipient gives Discloser prompt written notice and cooperates with Discloser to seek protective measures.

Indemnification and Limitation

Provider shall indemnify and hold harmless Client from and against claims, liabilities, losses, and expenses (including reasonable attorneys' fees) to the extent caused by Provider's gross negligence or willful misconduct. Client shall indemnify Provider for claims arising from Client's misuse of deliverables or breach of this Agreement.

Except for indemnification for third-party claims and willful misconduct, neither party shall be liable to the other for incidental, consequential, punitive, or special damages arising out of or relating to this Agreement, whether in contract, tort, or otherwise.

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. Venue for any action arising out of this Agreement shall be in the state or federal courts located in that state.

Entire Agreement

This Agreement, including all exhibits and attachments expressly incorporated herein, 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 oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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

Notices: All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail, or overnight courier to the addresses set forth above or to such other address as a party may designate by written notice.

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