Business Firm Document Template

BUSINESS FIRM AGREEMENT

This Business Firm Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: (the "Client") and Firm Name: (the "Firm"). The Client and the Firm are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Firm maintains expertise and experience in providing business consulting, advisory, and related services as further described in this Agreement; and

WHEREAS, the Client desires to retain the Firm to perform such services on the terms and conditions set forth herein, and the Firm is willing to perform those services for the Client; and

WHEREAS, the Parties desire to reduce their agreement to writing to set forth their respective rights and obligations.

SCOPE OF WORK

The Firm shall provide the services described below (the Services). The Parties acknowledge that the Services may include but are not limited to the tasks and deliverables described in the Scope of Work field. The Firm will perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the Services performed by the Firm, the Client shall pay the Firm in accordance with the terms set forth in this Payment Terms section. All amounts are collectible in United States currency unless otherwise agreed in writing.

The Client shall pay the Firm as follows:

If any amount due hereunder is not received by the Firm within days of the applicable due date, the Client shall pay interest on the overdue amount at the rate of percent per month (or the maximum rate permitted by law, if lower), together with all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon providing the other Party with at least days' prior written notice. In the event of a material breach by either Party that is not cured within thirty (30) days after written notice of such breach, the non-breaching Party may terminate this Agreement immediately upon written notice.

Upon termination, the Client shall pay the Firm for all Services rendered and reimbursable expenses incurred through the effective date of termination, including any non-cancellable commitments made by the Firm in connection with the Services.

CONFIDENTIALITY

Each Party (the Receiving Party) acknowledges that during the term of this Agreement it may receive Confidential Information from the other Party (the Disclosing Party). "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, consultants or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information shall not include information that (a) is or becomes generally known to the public through no act or omission of the Receiving Party, (b) was in the Receiving Party's lawful possession prior to receipt from the Disclosing Party, (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, or (d) is required to be disclosed by law or by court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and uses reasonable efforts to obtain confidential treatment for such required disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties agree that any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the chosen jurisdiction, and each Party hereby consents to the personal jurisdiction and venue of such courts.

ENTIRE AGREEMENT

This Agreement, including any schedules and attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, negotiations and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in a written instrument signed by both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign or transfer this Agreement or any of its rights hereunder without the prior written consent of the other Party, except that the Firm may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. Any attempted assignment in violation of this provision shall be void.

Independent Contractor: The Firm is an independent contractor and nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

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