Business FMIN Template

Business FMIN Template

This General Business Agreement (the "Agreement") is made effective as of Effective Date: by and between Provider Name: with principal place of business at Provider Address: and Client Name: with principal place of business at Client Address: .

WHEREAS

WHEREAS, Provider is engaged in the business of providing Business FMIN services, including data collection, analysis, reporting and recommended actions in accordance with industry standards and best practices; and

WHEREAS, Client desires to engage Provider to perform Business FMIN services and Provider agrees to perform such services subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, payment terms, confidentiality obligations, and other contractual provisions governing their relationship.

SCOPE OF WORK

Provider shall perform the services described below ("Services"). Provider will use commercially reasonable efforts, qualified personnel, and appropriate methodologies to perform the Services in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider for the Services in accordance with the terms set forth below. All amounts are stated in lawful currency unless otherwise agreed in writing.

Invoices are due within days of invoice date. Late payments shall accrue interest at the greater of 1.5% per month or the maximum rate permitted by applicable law.

ACH    Check    Wire    Credit Card

TERM AND TERMINATION

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

Termination for Cause: Either party may terminate this Agreement on written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within the notice period specified above, or if the breach is not curable, immediately upon written notice.

Termination for Convenience: Client may terminate for convenience upon providing the notice period set forth above, subject to payment for Services performed and non-cancellable commitments incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public business, technical, financial or other information disclosed by a disclosing party to the receiving party, whether disclosed orally, visually, in writing, or electronically, 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.

Obligations: The receiving party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but not less than a reasonable standard of care; (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure and not subject to another confidentiality obligation; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts located in the chosen jurisdiction for any dispute arising out of or related to this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, in no event shall either party be liable for consequential, incidental, special or punitive damages, and the total aggregate liability shall not exceed the total fees paid or payable under this Agreement during the twelve (12) month period preceding the claim.

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