Business IAA Template

Business IAA Template

Parties

Effective Date: ,

Recitals

WHEREAS: Party A and Party B desire to enter into this Intercompany Agreement to set forth the terms under which certain services and cooperative activities will be provided and managed;

WHEREAS: Party A represents that it has the expertise, personnel and resources necessary to perform the services described herein and is willing to provide such services to Party B in accordance with the terms of this Agreement;

WHEREAS: The parties desire to define the scope, compensation, confidentiality obligations and other terms of their relationship through a written agreement binding on both parties.

Scope of Work

Party A shall perform the services described below for Party B in accordance with the specifications, standards and schedules set forth in this Agreement. Services shall be performed by qualified personnel and in a professional manner consistent with industry standards.

Payment Terms

In consideration for the performance of services by Party A, Party B shall pay the amounts and on the schedule set forth below. All amounts are expressed in the parties' agreed currency and are exclusive of any taxes unless otherwise required by applicable law.

Wire transfer Check ACH

Term and Termination

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

Start Date:

End Date:

Either party may terminate this Agreement for convenience upon providing the other party the number of days' written notice specified above. Either party may terminate for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach; certain breaches that are not reasonably curable in thirty (30) days may be subject to immediate termination where the non-breaching party provides written notice and an opportunity to cure consistent with applicable law.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other (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.

The Receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) apply at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is: (i) already known to the Receiving Party without restriction at the time of disclosure; (ii) becomes publicly known through no breach by the Receiving Party; (iii) rightfully received from a third party without restriction; or (iv) independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law or valid order of a governmental authority, provided that the Receiving Party gives prompt written notice to the Disclosing Party (to the extent legally permitted) and cooperates in any effort to obtain confidential treatment or a protective order.

Indemnification and Liability

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 attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from a party's fraud, willful misconduct, or breach of confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to its conflicts of law principles.

Entire Agreement and Miscellaneous

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

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, provided that assignment to an affiliate or in connection with a merger or sale of substantially all assets shall not require consent.

Notices

All notices or communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

Sign Now