Business ENC Template

Business ENC Template

This Business Engagement and Confidentiality Agreement (the Agreement) is entered into effective as of Effective Date: by and between:

RECITALS

WHEREAS, Party A desires to retain Party B to perform certain business services and deliverables as further described in this Agreement, and Party B has the expertise and capacity to provide such services; and

WHEREAS, the parties intend to define the scope, schedule, compensation, confidentiality obligations and other terms governing the engagement of Party B by Party A; and

WHEREAS, the parties acknowledge that during the engagement each may disclose confidential information requiring protection under the terms set forth below.

SCOPE OF WORK

Description of Services: Party B shall perform the services and deliver the work products described below in accordance with the terms of this Agreement.

Deliverables, milestones, acceptance criteria, and any required personnel or subcontractor approvals must be documented in writing and agreed by the parties prior to performance.

PAYMENT TERMS

Invoices are payable within the period specified in the payment schedule. Party B may suspend performance for nonpayment, provided Party B gives Party A ten (10) days' written notice and an opportunity to cure.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Termination for convenience may be exercised upon written notice as set forth above; in such event, Party B shall be paid for work performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic business, technical or financial information disclosed by one party (Disclosing Party) to the other (Receiving Party) whether in oral, written or electronic form, that is designated as confidential or that by its nature ought reasonably to be treated as confidential.

Obligations: The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except to perform obligations under this Agreement, and (iii) disclose Confidential Information only 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 (a) is or becomes publicly known through no breach by the Receiving Party, (b) is rightfully received from a third party without restriction, (c) was in the Receiving Party's possession prior to disclosure, or (d) is independently developed without use of Confidential Information.

Compelled Disclosure: If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party (to the extent permitted) and cooperate to seek protective measures. The Receiving Party shall disclose only that portion of Confidential Information that is legally required.

Return or Destruction: Upon request or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and certify destruction in writing, except to the extent retention is required by applicable law or internal document retention policies.

Survival: The confidentiality obligations contained in this section shall survive termination or expiration of this Agreement for a period of three (3) years, or longer if required by applicable law or by the nature of the Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and written statements of work executed by the parties, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses provided above or to updated addresses provided in writing. Notices shall be deemed given when delivered by hand, one business day after deposit with a reputable overnight courier, or three business days after deposit in the United States mail (first class, certified) with postage prepaid.

MISCELLANEOUS

Independent Contractor; No Partnership: Party B is an independent contractor and not an employee, agent, joint venturer or partner of Party A. Neither party has authority to bind the other except as expressly provided in this Agreement.

Assignment: 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, acquisition or sale of all or substantially all of its assets.

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