Business FCO Document

BUSINESS FCO DOCUMENT

Parties and Effective Date

This Business Firm Corporate Offer and Agreement (the Agreement) is made and entered into by and between:

Seller / Provider:   Registration No.:

Buyer / Recipient:   Registration No.:

Effective Date: / /

WHEREAS

WHEREAS, Seller is duly organized and authorized to offer and sell the goods and/or services described herein and represents that it has the capacity and authority to execute this Firm Corporate Offer on the terms stated; and

WHEREAS, Buyer has requested an offer from Seller and, subject to the terms and conditions set forth in this Agreement, intends to procure the goods and/or services described in the Scope of Work below; and

WHEREAS, the parties desire to set forth their mutual rights and obligations concerning the offer, acceptance, delivery, payment and confidentiality of information exchanged in connection with this transaction.

Scope of Work

Payment Terms

Total Purchase Price (Currency):   Amount:

Late Payment Fee:   Interest on unpaid amounts shall accrue at the rate stated above and be payable on demand; parties agree such remedy is reasonable and not a penalty.

Term and Termination

Term Commencement Date: / /

Term Expiration Date: / /

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice. Additionally, the Agreement may be terminated without cause upon days prior written notice.

Confidentiality

For the purposes of this Agreement, Confidential Information means non-public information marked or identified as confidential and any other information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall:

1. Hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted in this Agreement;
2. Use Confidential Information solely for the performance of its obligations under this Agreement;
3. Take commercially reasonable measures to protect Confidential Information from unauthorized disclosure, which shall not be less than the measures used to protect its own confidential information.

Exceptions to Confidential Information include information that (a) is or becomes public other than by breach of this Agreement, (b) was known to the receiving party prior to disclosure, (c) is rightfully received from a third party without obligation of confidentiality, or (d) is independently developed without use of the disclosing party’s Confidential Information. Remedies for breach shall include injunctive relief and all other remedies available at law or in equity.

Confidentiality Acknowledged:

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement and that the Agreement, when executed and delivered, will be a valid and binding obligation enforceable in accordance with its terms.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses arising out of the indemnifying party’s breach of this Agreement, negligence, or willful misconduct, subject to any limitations of liability set forth in this Agreement.

Limitation of Liability

Except for liability arising from a party’s breach of confidentiality, willful misconduct, or gross negligence, in no event shall either party be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the total amounts paid or payable by Buyer to Seller under this Agreement.

Governing Law

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

Entire Agreement

This Agreement, including any attachments and documents expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, discussions and communications, whether written or oral. Any amendment or modification of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party may designate by notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that this Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

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