Business EPI Template

BUSINESS EPI TEMPLATE

Effective Date:

Parties

Individual Corporation LLC Partnership

Individual Corporation LLC Partnership

Recitals

WHEREAS, Party A possesses expertise, methodologies and tools for enterprise performance improvement, analysis, and related advisory services, and is willing to perform services for Party B on the terms set forth in this Agreement; and

WHEREAS, Party B desires to engage Party A to provide business process evaluation, implementation recommendations, and related deliverables described in the Scope of Work below, and Party A agrees to perform such services under the terms and conditions herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the Parties agree as follows.

Scope of Work

Party A shall perform the services, analyses and deliverables described in this Scope of Work. Party A will exercise commercially reasonable efforts and professional skill consistent with prevailing industry standards.

Payment Terms

In consideration for the performance of the Scope of Work, Party B shall pay Party A the fees and reimburse reasonable pre-approved expenses in accordance with the terms below.

Overdue amounts shall accrue a late fee of on the unpaid balance, calculated monthly, plus all reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days of receipt of written notice specifying the breach. Either Party may terminate for convenience upon days' prior written notice.

Upon termination, Party A will deliver all work in progress and Party B will promptly pay all undisputed amounts due for services rendered and reimbursable expenses through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one Party ("Discloser") to the other ("Recipient") that is designated as confidential or that the Recipient should reasonably understand is confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, financial data, business plans, customer lists, pricing, trade secrets, technical materials and any analyses, summaries or derivatives thereof.

The Recipient shall (a) protect Confidential Information with at least the same degree of care it uses for its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Recipient; (ii) was in the Recipient's lawful possession prior to disclosure by the Discloser; (iii) is rightfully received from a third party without restriction on disclosure; or (iv) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law or valid legal process, provided Recipient gives the Discloser prompt written notice and cooperates in any effort to obtain confidential treatment or a protective order.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall survive as long as permitted by law.

Indemnification and Limitation of Liability

Each Party (Indemnitor) shall indemnify, defend and hold harmless the other Party (Indemnitee) from and against third-party claims arising out of Indemnitor's gross negligence, willful misconduct or material breach of this Agreement. The Indemnitee shall promptly notify the Indemnitor in writing of any such claim and permit the Indemnitor to control the defense and settlement, provided that any settlement that admits liability or requires payment by the Indemnitee requires the Indemnitee's prior written consent.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES.

Assignment; Subcontracting

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or to a successor in connection with a merger or sale of substantially all of its assets, provided the assignee assumes the assigning Party's obligations hereunder. Party A may engage subcontractors provided Party A remains responsible for performance.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. The Parties shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved in the state or federal courts located in the county where Party B's principal place of business is located, and each Party irrevocably submits to the jurisdiction and venue of such courts.

Entire Agreement; Amendments

This Agreement, together with any exhibits or 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, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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