Business FOS Document

Business FOS Document

This Business FOS Document (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client is engaged in the business activities described above and seeks certain field operations, oversight and related services necessary for the conduct of those activities; and

WHEREAS, Service Provider represents that it possesses the expertise, personnel, and resources to perform the services described in this Agreement and is willing to perform such services as set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the field operations and oversight services (collectively, the "Services") described below. The Services shall be performed in a professional and workmanlike manner in accordance with industry standards applicable to the type of services provided.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the terms set forth below. All amounts are in United States dollars unless otherwise stated.

Late Payment: Payments not received within days of the invoice due date shall accrue a late fee of of the overdue amount per month, or the maximum allowed by applicable law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting past due amounts.

TERM AND TERMINATION

Term: 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 this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") 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, including business plans, operations, technical data, financial information, and third-party confidential information received under obligation of confidentiality.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to those of its employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement, and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information shall not include information that (i) is or becomes generally known to the public through no breach of this Agreement by the Receiving Party, (ii) was in the Receiving Party's possession prior to disclosure by the Disclosing Party, (iii) is lawfully obtained by the Receiving Party from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which protection shall continue as long as the information remains a trade secret under applicable law.

GOVERNING LAW

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. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits and SOWs incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other party.

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship or agency between the parties.

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 either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

Sign Now