Business EMPIST Document

Business EMPIST Document

This Business EMPIST Document ("Agreement") is entered into as of Date: by and between Client Name: with principal address: and Service Provider Name: with principal address: .

WHEREAS

WHEREAS, Client seeks to retain Provider to furnish EMPIST services, meaning the planning, implementation, management, performance improvement, support, and transfer of specified business processes and technology (collectively, "EMPIST Services"); and

WHEREAS, Provider represents that it has experience and expertise necessary to perform the EMPIST Services and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth in writing the scope, compensation, confidentiality, term and termination procedures, and other material terms governing their relationship.

SCOPE OF WORK

Provider shall perform the EMPIST Services as described below. Provider shall exercise commercially reasonable efforts to meet agreed milestones and deliverables, provide qualified personnel, and comply with any mutually agreed work plans and schedules.

PAYMENT TERMS

As full and complete compensation for Provider's performance under this Agreement, Client shall pay Provider the amounts and according to the schedule set forth below. Payments shall be made in U.S. dollars unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the rate of (or the maximum rate permitted by applicable law, if lower). In addition to interest, Client shall be responsible for reasonable collection costs, including attorneys' fees and expenses.

TERM AND TERMINATION

This Agreement commences on Start Date: and will continue in effect until 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 immediately for material breach that remains uncured after thirty (30) days' written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic, or otherwise, that is designated confidential or that reasonably ought to be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall exclude information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is obtained by the receiving party from a third party without breach of any obligation of confidentiality.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations for Confidential Information other than trade secrets survive for three (3) years after termination; trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes, except where injunctive or other equitable relief is sought.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, communications, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery, and shall be deemed given upon receipt.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party has the authority to bind the other except as expressly provided in writing.

Assignment: Neither party may assign this Agreement or any right or obligation hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes all obligations herein.

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