Business IBMA Template

BUSINESS IBMA TEMPLATE

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain professional business services relating to the improvement, management, licensing and/or commercialization of Client's business assets and operations (the work described below); and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform such services on the terms and conditions set forth in this Agreement effective as of ; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform the services and Client will compensate Service Provider.

Scope of Work

Service Provider shall perform the services described below in accordance with professional standards and timetables agreed by the parties.

Payment Terms

Client shall pay Service Provider for services rendered as set forth below. All amounts are in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted in accordance with the Payment Schedule. Amounts not paid within the agreed payment period shall incur the Late Payment Fee. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

Term and Termination

This Agreement shall commence on and, unless earlier terminated in accordance with this Section, shall terminate on .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and costs incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, 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, customer lists, pricing, trade secrets, and technical data.

The receiving party shall (i) 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; (ii) not use Confidential Information for any purpose other than the performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, that the receiving party lawfully obtains from a third party without restriction, or that the receiving party independently develops without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all Confidential Information and certify in writing that it has complied with this obligation. Remedies at law may be inadequate for breaches of confidentiality; the disclosing party shall be entitled to seek equitable relief in addition to all other available remedies.

Representations; Warranties; Limitation of Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Neither party shall be liable to the other for any consequential, incidental, special or punitive damages, except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If negotiation fails, the parties agree that any unresolved controversy or claim shall be resolved by binding arbitration conducted in accordance with the commercial arbitration rules in the chosen forum, unless the parties mutually agree otherwise in writing.

Assignment; Amendment; Entire Agreement

Neither party may assign or transfer its rights or 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, sale of substantially all assets, or change of control of such party. Any attempted assignment in violation of this Section shall be void.

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties. This Agreement, together with 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 and communications, whether oral or written.

Notices

All notices required or permitted under this Agreement shall be in writing and deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth at the beginning of this Agreement or to such other address as a party may designate by notice in accordance with this Section.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid provision will be reformed to the extent necessary to make it enforceable. The headings in this Agreement are for convenience only and shall not affect interpretation.

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