Business Firm RP Template

BUSINESS FIRM RP TEMPLATE

This Business Firm Retained Professional Agreement ("Agreement") is made and entered into as of by and between Firm Name: , a business organized as , with principal place of business at , and Client Name: .

WHEREAS

WHEREAS, Firm Name: possesses experience and expertise in providing retained professional services described herein; and

WHEREAS, Client Name: desires to engage Firm to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the engagement and the allocation of responsibilities, fees and confidentiality be governed by this Agreement.

SCOPE OF WORK

Firm shall perform the services described above in a professional and workmanlike manner in accordance with industry standards and in compliance with applicable laws and regulations. Any material change to the Scope of Work shall be documented in a written amendment signed by both parties.

PAYMENT TERMS

Unless otherwise set forth in writing, Client shall pay invoices within days of receipt. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the invoice due date until paid in full. Client shall also reimburse Firm for pre-approved, reasonable out-of-pocket expenses incurred in connection with the services, provided that such expenses are invoiced with supporting documentation.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for ten (10) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other in any form 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. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is received from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information of the disclosing party with 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 purpose of performing under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. If the receiving party is required by law or valid legal process to disclose Confidential Information, it shall provide prior written notice to the disclosing party when legally permitted and reasonably cooperate to limit the scope of disclosure.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, for which the obligation shall survive for so long as such information remains a trade secret under applicable law.

LIMITATION OF LIABILITY; INDEMNITY

Except for breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for any indirect, incidental, consequential, special or punitive damages, including lost profits, arising out of or relating to this Agreement, even if advised of the possibility of such damages. Each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the fees paid or payable to Firm under this Agreement in the twelve (12) months preceding the claim.

Client shall indemnify, defend and hold harmless Firm and its officers, directors, employees and agents from and against any third-party claims arising from Client's negligence, willful misconduct, breach of this Agreement, or violation of applicable law, except to the extent such claims arise from Firm's gross negligence or willful misconduct.

GOVERNING LAW; NOTICES

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or such other address as a party may specify in writing.

MISCELLANEOUS

This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the other party's prior written consent, except that Firm may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

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