Business EOC Template

Business EOC Template

This Business EOC Template Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , with principal address , and Service Provider Name: , with principal address .

RECITALS

WHEREAS, Client requires services and deliverables to develop, implement and support an Emergency Operations/Business Continuity framework (the "EOC Services") to ensure critical business functions remain operational in the event of disruption; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform the EOC Services described in this Agreement and is willing to perform such services for Client under the terms set forth below; and

WHEREAS, the parties desire to set forth their rights and obligations regarding the scope, payment, confidentiality and governance of the EOC Services.

1. SCOPE OF WORK

Provider will perform the EOC Services described below. Provider shall deliver services in accordance with professional standards reasonably expected of experienced firms providing similar services and shall comply with any schedule agreed to in writing by the parties.

2. PAYMENT TERMS

As full compensation for the services rendered under this Agreement, Client shall pay Provider the fees and expenses set forth below in accordance with the payment schedule.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other party. Either party may terminate for material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client any completed deliverables and Client shall pay Provider for all services performed and documented expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information includes, without limitation, business plans, incident response procedures, system architectures, client lists, pricing and financial information, and any analysis or work product derived therefrom.

The Receiving Party shall (a) use the Confidential Information only for the purposes of performing this Agreement; (b) 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; 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 set forth herein. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Confidential Information does not include information which (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5. INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Provider retains ownership of any pre-existing intellectual property and tools. Upon full payment, Provider grants Client a non-exclusive, non-transferable license to use deliverables specifically created for Client under this Agreement for Client's internal business operations.

6. REPRESENTATIONS; INSURANCE

Each party represents that it has the authority to enter into this Agreement. Provider shall maintain professional liability and general liability insurance in commercially reasonable amounts during the term of the Agreement and upon request shall provide certificates evidencing such coverage.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

8. LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claims under this Agreement shall not exceed the total fees paid to Provider under this Agreement during the twelve (12) month period preceding the claim.

9. ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work executed under it, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or as otherwise designated in writing by the receiving party.

11. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets.

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