Business Exercise Letter

BUSINESS EXERCISE LETTER

Date:

WHEREAS

WHEREAS, Client Name: seeks to retain Service Provider Name: to plan and conduct a business exercise to validate operational readiness and business continuity plans (the "Exercise");

WHEREAS, the Exercise is identified as Exercise Title: scheduled for Exercise Date: at Location: ;

WHEREAS, the parties desire to set forth the scope, deliverables, payment and other material terms governing the Exercise in this Business Exercise Letter (the "Letter").

SCOPE OF WORK

Service Provider will perform the following services in connection with the Exercise. Deliverables include planning, facilitation, documentation, and an after-action report with recommendations. Specific activities, timelines and acceptance criteria are set forth below:

PAYMENT TERMS

Client agrees to pay Service Provider the fees specified below in exchange for the services and deliverables set forth in this Letter.

Invoices are payable within the number of days specified in the payment schedule. Unpaid amounts shall bear interest at the late payment rate specified above until paid. Client shall reimburse Service Provider for reasonable expenses pre-approved in writing.

TERM AND TERMINATION

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

Either party may terminate this Letter for convenience upon providing the notice period set forth above. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of breach. Termination shall not relieve Client of obligation to pay for services rendered and expenses incurred through the effective date of termination, and any provisions that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

For purposes of this Letter, "Confidential Information" means non-public business, technical and operational information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with the Exercise, whether disclosed orally, in writing, or by inspection. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Letter; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of Confidential Information.

Receiving Party shall (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely for the purposes of performing under this Letter; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein. Upon written request or upon termination, Receiving Party shall return or destroy Confidential Information and certify such return or destruction.

GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising under this Letter shall be resolved in the state or federal courts located within that state, and the parties hereby submit to the jurisdiction and venue of those courts.

ENTIRE AGREEMENT

This Letter, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Exercise and supersedes all prior proposals, negotiations, representations, and agreements, whether written or oral. Any amendment or modification to this Letter must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Letter shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), or by email with confirmation to the contact listed for each party.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Letter without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties acknowledge that monetary damages may be an insufficient remedy for breach of confidentiality and that equitable relief may be sought in addition to other remedies. Headings are for convenience only and do not affect interpretation.

Sign Now