Business EmissA Template

BUSINESS EMISSA TEMPLATE

This Business EmissA Template (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business emissary, liaison and outreach services, and Service Provider represents that it has the qualifications, experience, and ability to perform such services in accordance with the terms set forth herein.

WHEREAS, the parties wish to set forth in writing the scope, compensation, term and other relevant terms governing the relationship between the parties.

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

Scope of Work

Service Provider will provide emissary, liaison, stakeholder engagement, and related advisory services as described below. The detailed description of Services to be performed is:

Services shall be performed in a professional manner consistent with industry standards. Any material changes to the Scope of Work must be documented and signed by authorized representatives of both parties as an amendment to this Agreement.

Payment Terms

Client shall pay Service Provider as follows:

Invoices are due within days of invoice date. Late payments shall accrue interest at per month or the maximum rate permitted by law, whichever is less, plus reasonable collection costs.

Term and Termination

This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all work product completed as of the effective date of termination and Client shall pay Service Provider for Services performed through the termination date, subject to offsets for damages or unpaid obligations.

Confidentiality

"Confidential Information" means non‑public information disclosed by one party to the other 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. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is lawfully received from a third party without obligation of confidentiality; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) 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 obligations of confidentiality no less protective than those set forth herein. The foregoing obligations shall survive termination of this Agreement for a period of three (3) years, or for as long as required by applicable law for trade secrets.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, all deliverables and work product specifically prepared for Client under this Agreement shall be deemed "work made for hire" and ownership shall vest in Client upon full payment. Service Provider retains ownership of its preexisting intellectual property and general skills, know‑how and methodologies. To the extent a transfer of rights is required, Service Provider hereby assigns to Client all right, title and interest in such deliverables upon receipt of full payment.

Representations and Warranties; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider shall indemnify, defend and hold Client harmless from and against third‑party claims arising out of Service Provider's gross negligence or willful misconduct in performing the Services.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree that any dispute arising under or in connection with this Agreement shall be resolved in the state or federal courts located within that state, and each party hereby consents to the personal jurisdiction and venue of such courts.

Entire Agreement; Amendment

This Agreement, including any attachments and written amendments, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, proposals and agreements, 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

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement without Service Provider's consent to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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