Business FMI Template

Business FMI Template

Parties and Effective Date

This Business FMI Agreement (the "Agreement") is entered into effective as of (the "Effective Date") by and between:

Recitals

WHEREAS, Client desires to retain Provider to perform financial management and information services, including reporting, systems integration, and advisory services (collectively, "FMI Services"); and

WHEREAS, Provider represents that it has the experience, personnel, and systems necessary to perform the FMI Services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties agree to the terms set forth herein to govern the provision, acceptance and payment for the FMI Services.

Scope of Work

Provider shall perform the FMI Services as described in the following scope. Deliverables, milestones, acceptance criteria, and responsibilities shall be set forth below and shall be binding upon the parties once initialed by both parties or incorporated into a written exhibit to this Agreement.

Payment Terms

Client shall pay Provider the fees for the FMI Services in accordance with the schedule below. All payments are due in United States dollars and are non-refundable except as expressly provided in this Agreement.

Late payments shall accrue interest at a rate of from the due date until paid in full. Provider may suspend performance for unpaid amounts thirty (30) days after written notice of non-payment.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is lawfully obtained from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or by a governmental or judicial order, provided the Receiving Party gives prompt written notice and cooperates with reasonable efforts to obtain protective treatment.

The Receiving Party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care. The obligations under this section shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages. The total aggregate liability of Provider for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation between senior representatives. If unresolved within forty-five (45) days, the parties may pursue any available legal or equitable remedies in the state or federal courts located in the selected jurisdiction.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, proposals, and understandings. No modification, amendment or waiver shall be effective unless in writing and signed by an authorized representative of each party.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

Notices

Notices under this Agreement shall be made in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. Notice is effective upon receipt.

Execution

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date.

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