Business Final Group Template

BUSINESS FINAL GROUP TEMPLATE

This Business Final Group Agreement (the Agreement) is made and entered into as of by and between:

Party A — Company Name: Address:

Party B — Client/Group Representative: Address:

WHEREAS

WHEREAS, Party A is engaged in the business of providing professional group services and solutions described herein and possesses the expertise, personnel and resources necessary to perform the services;

WHEREAS, Party B desires to retain Party A to perform such services for a defined cohort or group (the Group) on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to constitute the final, complete and binding expression of their obligations with respect to the subject matter hereof.

SCOPE OF WORK

Party A shall provide services to the Group as described below. The services shall include all tasks, deliverables and performance standards necessary to achieve the objectives agreed by the parties.

PAYMENT TERMS

Compensation for the services rendered by Party A shall be as set forth below. All amounts are stated in lawful currency and are exclusive of taxes unless otherwise indicated.

Any invoice not paid within days of receipt shall be subject to a late fee of percent per month on the outstanding balance, or the maximum allowed by law, whichever is less.

TERM AND TERMINATION

The term of this Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. 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 non-public information disclosed by one party to the other in connection with this Agreement, including without limitation financial information, business plans, customer lists, trade secrets and technical data. Each party shall: (a) hold Confidential Information of the other in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available without breach, already known by the receiving party prior to disclosure, rightfully received from a third party without restriction, or independently developed.

The obligations under this Confidentiality section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which the obligations shall survive as long as the information retains the characteristics of a trade secret under applicable law.

The parties agree that confidentiality obligations are mutual.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of Parties: The parties are independent contractors. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship. Each party is responsible for its own taxes and benefits.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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