Business DRF Template

BUSINESS DRF TEMPLATE

This Business Development and Remit Framework Agreement (the Agreement) is entered into as of (Agreement Date) by and between:

RECITALS

WHEREAS, Client desires to procure certain business development, remittance coordination, and related professional services as further specified herein; and

WHEREAS, Service Provider represents that it has the personnel, expertise, systems, and licensure where required to perform the work described in this Agreement and agrees to render such services on the terms and conditions set forth; and

WHEREAS, the parties intend by this Agreement to set forth the respective rights and obligations of the parties with respect to deliverables, fees, confidentiality, and dispute resolution.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in accordance with the standards of care and timelines agreed by the parties. Services shall include coordination of remittances, business development outreach, preparation of agreed deliverables, and such other tasks as may be mutually agreed in writing.

PAYMENT TERMS

Client shall pay Service Provider the fees as set forth below in consideration of the performance of the Scope of Work. All amounts are payable in United States Dollars unless otherwise agreed in writing.

A deposit of shall be due upon execution of this Agreement if required by the Payment Schedule. Remaining invoices are due within days from invoice date.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs, including attorney fees, incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in effect until the completion of the Scope of Work or until earlier terminated as provided below.

Effective Date: . Expected Completion or End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical, and operational information disclosed in any form. The receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnitor's breach of any representation, warranty or obligation under this Agreement; or (b) the Indemnitor's gross negligence or willful misconduct in performing its obligations under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and mutually executed written amendments, constitutes the entire agreement between the parties respecting the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party shall designate by notice in accordance with this section.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to review this Agreement with legal counsel and that the terms hereof are the product of mutual negotiation.

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