Business Engagement Document Pack

Business Engagement Document Pack

This Business Engagement Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services described in this Agreement; and

WHEREAS, Service Provider has represented that it has the skill, personnel, and resources necessary to perform the services and is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the engagement in a single integrated Agreement.

Scope of Work

Service Provider shall perform the services with professional skill and care in accordance with industry standards, and shall provide regular progress reports as reasonably requested by Client. Any material change in the scope of services shall be documented in a written amendment signed by both parties.

Payment Terms

Unless otherwise agreed in writing, Service Provider shall invoice Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Past-due amounts shall accrue interest at the rate of , or the highest rate permitted by law, whichever is lower. If reasonable costs of collection are incurred, Client shall be responsible for collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential. Each party agrees to: (a) hold Confidential Information in strict confidence and not disclose it to third parties except as permitted herein; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information when required by law or valid legal process, provided it gives prompt written notice to the disclosing party where legally permitted and cooperates reasonably in any protective measures.

Intellectual Property and Work Product

Unless otherwise expressly agreed in a written amendment, all work product and deliverables prepared specifically for Client under this Agreement shall be deemed "work made for hire" and ownership shall vest in Client upon full payment. Service Provider hereby assigns to Client all right, title and interest in such deliverables. Service Provider retains ownership of pre-existing tools, methodologies, and proprietary materials, but grants Client a non-exclusive license to their incorporation into the deliverables to the extent necessary for Client's use.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of its gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from willful misconduct or indemnification obligations, neither party's aggregate liability for any claim arising out of this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses provided above (or updated addresses provided in writing), and shall be deemed given upon receipt.

Governing Law

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

Entire Agreement

This Agreement, including any attachments, exhibits and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets. If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency relationship.

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