Business IDD Template

Business IDD Template

This Business Information Disclosure and Development Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires that Provider perform specified information disclosure, assessment and development services and provide related deliverables to support Client's business operations; and

WHEREAS, Provider represents that it has the expertise, personnel and systems necessary to receive, handle and develop Client information in a manner consistent with the protections and limitations set forth herein; and

WHEREAS, the parties agree to the terms and conditions of this Agreement as set forth below.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner and shall furnish all labor, materials, equipment and administration required to complete the deliverables. Deliverables will be accepted by Client upon completion of acceptance testing or other acceptance criteria set forth in the Scope of Work.

PAYMENT TERMS

All fees are exclusive of applicable taxes. Client shall reimburse Provider for reasonable out-of-pocket expenses if pre-approved in writing. If a payment is overdue beyond thirty (30) days, Provider may suspend performance upon providing seven (7) days' written notice and shall be entitled to charge the late fee set forth above.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party of no less than days. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice identifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party (Discloser) to the other party (Recipient) 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, technical data, trade secrets, financial information and customer information. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was known by Recipient prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Discloser's Confidential Information.

Recipient shall: (i) use Confidential Information solely for performance under this Agreement; (ii) restrict disclosure to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein; and (iii) exercise at least the same degree of care to protect Confidential Information as Recipient uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: , without regard to its conflict of law principles. The parties agree that exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall be the state and federal courts located in the chosen jurisdiction unless the parties mutually agree in writing to arbitration.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and 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, representations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested) or a nationally recognized courier service, and shall be effective upon receipt.

MISCELLANEOUS

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, sale of substantially all assets or other change of control, provided that the assignee assumes all obligations hereunder. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the intent of the parties as nearly as possible.

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