Business IAR Template

BUSINESS IAR TEMPLATE

RECITALS

THIS AGREEMENT is made between Client Name: and Service Provider Name: .

WHEREAS, Client Name: seeks to retain the services of Service Provider Name to perform the duties and deliverables described herein; and

WHEREAS, Service Provider Name represents that it has the skill, experience and personnel necessary to perform the Scope of Work on the terms set forth below; now, therefore, in consideration of the mutual covenants contained herein, the parties agree as follows:

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the work and furnish all labor, materials, equipment and supervision necessary to complete the work described below. Deliverables, milestones and acceptance criteria shall be as set forth in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with the following terms. All payments shall be due within the number of days set forth below from the date of invoice. Service Provider shall submit invoices in accordance with the payment schedule.

All fees are exclusive of taxes. Client shall be responsible for any sales, use, excise or similar taxes, except taxes based on Service Provider's net income. Payments not received when due shall accrue interest at the rate stated above and Service Provider may suspend performance if invoices remain unpaid beyond the applicable cure period.

TERM AND TERMINATION

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

Commencement Date: ,    Expiration Date: ,

Either party may terminate this Agreement for any material breach by the other party that remains uncured for the notice period specified below, provided that the non-breaching party provides written notice and an opportunity to cure. Upon termination, Service Provider shall deliver any completed deliverables and Client shall pay for services performed through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to (i) maintain the confidentiality of the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations will not apply to information that (a) is or becomes generally known to the public through no fault of the receiving party, (b) was known to the receiving party prior to disclosure, (c) is rightfully obtained by the receiving party from a third party without breach of any obligation, or (d) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the disclosing party where legally permissible.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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