Business EMC Template

BUSINESS EMC AGREEMENT

This Business EMC Agreement (the Agreement) is made effective as of by and between:

Parties

Contact Person:    Phone:

Contact Person:    Phone:

Recitals

WHEREAS, Client is engaged in business operations requiring electromagnetic compatibility assessment, mitigation planning, or related technical consulting as described herein; and

WHEREAS, Contractor represents that it has the technical expertise, personnel, and equipment necessary to perform EMC analysis, corrective measures, and documentation consistent with industry-standard practices; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide such services to Client.

Scope of Work

Deliverables shall include test reports, mitigation recommendations, and a final compliance memorandum to be delivered to Client within days of task commencement unless otherwise agreed in writing.

Payment Terms

Total Contract Amount: $

Deposit Due: $ upon execution.    Invoices submitted:

Payment Method:

Late Payment Fee: on any overdue balance. Client shall also reimburse Contractor for reasonable collection costs, including attorneys' fees, for unpaid amounts.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice.

Upon termination, Contractor shall deliver all completed work and invoice Client for work performed through the effective date of termination. Client shall pay all undisputed amounts within days of receipt.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential. Confidential Information includes technical data, test results, mitigation designs, specifications, reports, and pricing.

Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care.

Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or valid subpoena, provided the receiving party gives prompt notice to the disclosing party to permit a protective order or other remedy.

The confidentiality obligations survive termination of this Agreement for a period of years, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Indemnification and Limitation of Liability

Contractor shall indemnify and hold harmless Client from and against claims, liabilities, losses, and expenses arising from Contractor's gross negligence or willful misconduct in connection with the performance of services under this Agreement. Client shall indemnify Contractor for Client's negligent acts or omissions.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The parties agree to attempt good faith negotiation to resolve disputes, and if unresolved shall submit the dispute to binding arbitration in the county in which Client's primary place of business is located, unless the parties mutually agree otherwise.

Entire Agreement and Miscellaneous

This Agreement, including all attachments and referenced statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

Acknowledgment

Each party represents and warrants that it has the authority to enter into this Agreement and that the person signing on its behalf is authorized to do so.

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