Business EMGS Document

Business EMGS Document

Parties

Recitals

WHEREAS, Service Provider is engaged in providing enterprise management and guidance services, including but not limited to operational assessment, systems implementation guidance, and performance monitoring (collectively "EMGS Services"), and represents it has the qualifications and personnel to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform EMGS Services as set forth in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to define the scope, compensation, confidentiality, term and other material terms of their relationship.

Effective Date

This Agreement is effective as of (the "Effective Date").

Scope of Work

Service Provider shall provide EMGS Services to Client in accordance with the terms of this Agreement. The scope shall include tasks, deliverables, milestones, and any specified standards of performance as described below.

Payment Terms

Client shall pay Service Provider compensation in accordance with the schedule and amounts set forth below. All monetary amounts are in United States dollars unless otherwise specified.

Invoicing: Service Provider shall submit invoices according to the payment schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

Late Payment: Any amount unpaid after the due date shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus all costs of collection, including reasonable attorney fees.

Term and Termination

Term: The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the intended termination date. Upon termination for convenience, Client shall pay Service Provider for all services performed and reasonable non‑cancelable commitments incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information 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 protective as those herein.

Exceptions: Confidential Information does not include information that is (i) publicly known through no breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed by the receiving party without use of the other party's Confidential Information, or (iv) required to be disclosed by law provided prompt notice is given to the disclosing party to seek protective relief.

Representations, Warranties and Liability

Each party represents that it has the full corporate power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: Except for liability resulting from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability shall not exceed the total amounts paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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 or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or successor in interest. Notices: All notices shall be given in writing to the addresses set forth above or to such other address as a party may designate in writing.

Sign Now