Business Document Parview

Business Document Parview

This Business Document Parview (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address: and Provider Name: with principal address: .

WHEREAS

WHEREAS, Client desires to obtain certain business review, advisory and document parview services from Provider in accordance with the terms and conditions set forth herein; and

WHEREAS, Provider represents that it has the requisite expertise, personnel and resources to perform the services described in this Agreement and agrees to perform such services subject to the terms of this Agreement.

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

1. Scope of Work

Provider shall perform the services described above (the "Services") in a professional and workmanlike manner in accordance with generally accepted industry standards. Any change to the scope of Services must be documented in a written change order signed by both parties.

2. Payment Terms

Invoices will be submitted by Provider in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of invoice date. Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. Client shall be responsible for reasonable collection costs and attorneys' fees for amounts past due.

3. Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice delivered at least days prior to the effective date of termination. Termination for Cause: Either party may terminate immediately for material breach if the breach remains uncured for a period of ten (10) days after written notice.

4. Confidentiality

Each party (the "Receiving Party") shall treat as confidential all non-public business, technical and financial information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Receiving Party may disclose Confidential Information to its employees, agents and professional advisors who have a legitimate need to know, provided they are bound by confidentiality obligations no less protective than those set forth herein. Receiving Party shall use Confidential Information only for the purposes of performing obligations or exercising rights under this Agreement.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider shall retain all intellectual property rights in methodologies, tools, templates and other pre-existing materials used to deliver Services. To the extent Provider creates deliverables specifically for Client under this Agreement ("Deliverables"), ownership of those Deliverables will transfer to Client upon full payment for such Deliverables, except for any third-party components and Provider's underlying methodologies, which remain Provider's exclusive property. Provider grants Client a nonexclusive, nontransferable license to use Provider's retained materials solely for Client's internal purposes.

6. Representations; Warranties; Liability

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations. Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from breach of confidentiality, willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) month period preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any dispute arising from or related to this Agreement shall be resolved exclusively in the state or federal courts located in that State.

8. Entire Agreement; Amendment

This Agreement, including all exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all assets or a merger, provided the assignee assumes all obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other addresses as a party may designate in writing.

Acknowledgement

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of the party for whom they sign and that by signing below they bind the respective party to the terms and conditions set forth herein.

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