Business ECIF Template

BUSINESS ECIF TEMPLATE

This Business ECIF Template (the Agreement) is entered into by and between:

Recitals

WHEREAS, Client desires to obtain certain business services, data compilation and information management described in this Agreement, and Provider represents that it has the expertise and resources to perform such services in accordance with the terms set forth herein;

WHEREAS, the parties intend for this Agreement to define the scope, delivery schedule, compensation and confidentiality obligations applicable to all work products and information exchanged under this engagement;

WHEREAS, the parties desire to set forth their entire agreement in writing to govern their rights and obligations with respect to the services;

Scope of Work

Provider shall perform the services described below. Deliverables, milestones, acceptance criteria and any submittal schedule shall be as set forth in this section.

Payment Terms

In consideration for the services performed by Provider, Client shall pay Provider the fees and reimbursements set forth below. All amounts are payable in lawful currency of the United States unless otherwise specified.

Payments are due within days of receipt of a properly rendered invoice, unless otherwise mutually agreed in writing. Late payments accrue interest at per month (or the maximum lawful rate if less).

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated as provided below.

Start Date:

End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party provided no fewer than days prior to the effective termination date. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice of the breach.

Confidentiality

Each party (Recipient) shall keep Confidential Information of the other party (Discloser) in strict confidence and shall not disclose such information to any third party except as required to perform the Services or as required by law. Confidential Information includes nonpublic business information, technical data, trade secrets, pricing, customer lists and other proprietary information disclosed in connection with this Agreement.

Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that: (i) is or becomes generally available to the public through no act or omission of Recipient; (ii) was rightfully in Recipient’s possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables and work product created specifically for Client under this Agreement shall be deemed work made for hire and the exclusive property of Client upon full payment. Provider retains ownership of its preexisting tools, templates and methodologies and grants Client a nonexclusive license to any such materials contained in deliverables to the extent necessary to use the deliverables for the intended business purpose.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE MONTHS.

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.

Entire Agreement; Amendments

This Agreement, including any exhibits and referenced statements of work, 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 written or oral. Any modification of this Agreement must be in a writing signed by both parties.

Miscellaneous Provisions

Notices shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or agency relationship.

Acceptance

The undersigned authorized representatives of the parties have read, understand and agree to be bound by the terms and conditions of this Agreement.

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