Business FPOL Template

BUSINESS FPOL TEMPLATE

This Business FPOL Agreement ("Agreement") is made and entered into as of by and between Party A: with principal address at , and Party B: with principal address at .

RECITALS (WHEREAS)

WHEREAS, Party A is engaged in the business of providing certain professional services and systems and has expertise relevant to the matters addressed herein; and

WHEREAS, Party B desires to retain Party A, and Party A agrees to perform the services described in this Agreement under the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth their respective duties, payment obligations, confidentiality responsibilities, and dispute resolution framework in a written agreement.

SCOPE OF WORK

Party A shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Deliverables, acceptance criteria, and milestones shall be as set forth in the Scope of Work and any appended schedules.

PAYMENT TERMS

One-time payment upon execution    Monthly installments    By milestone/milestone schedule

Unless otherwise agreed in writing, amounts owed under this Agreement shall be due net thirty (30) days from invoice date. Any unpaid amount after the due date shall accrue interest at the rate specified in the Late Payment Fee field above and the non-prevailing party shall also be responsible for any reasonable collection costs and attorney fees incurred by the prevailing party.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above following receipt of written notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for Services performed.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether oral or written, 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 includes, without limitation, business plans, financial information, client lists, technical data, trade secrets, and proprietary methodologies.

Each receiving party shall (a) use the Confidential Information solely for the performance or enforcement of this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents who have a strict need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) was known to the receiving party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without using Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or court order, provided that, to the extent permitted, the receiving party gives prompt written notice to the disclosing party and cooperates in any effort to obtain confidential treatment.

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 law provisions. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Independent Contractor Status: Party A is an independent contractor and not an employee, partner, joint venturer, or agent of Party B. Neither party has authority to bind the other except as expressly provided in this Agreement.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorney fees) arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct.

Limitation of Liability: Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for any consequential, incidental, special or punitive damages, and each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

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