Business IMR Document

Business IMR Document

This Business IMR Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: with Client Address: and Service Provider Name: with Provider Address: .

WHEREAS

WHEREAS, Client seeks to obtain independent market review, inspection, or related business evaluation services described herein (collectively, "IMR Services") to inform commercial decision-making and assess operational or market risk;

WHEREAS, Service Provider represents that it possesses the professional expertise, personnel, and resources necessary to perform the IMR Services for Client in a commercially reasonable manner consistent with industry practice; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the IMR Services and Client will compensate Service Provider.

Scope of Work

Deliverables shall include a written report (Final Report) and any interim summaries specified in the Scope of Work. Service Provider shall perform the Services in a timely, professional manner and in compliance with applicable laws, industry standards, and Client's reasonable policies provided in advance.

Payment Terms

Any undisputed late payments shall accrue interest at the lesser of (a) the rate of or (b) the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs, including attorney fees, if Service Provider refers the overdue balance to a collection agent or legal counsel.

Term and Termination

The term of this Agreement shall commence on Start Date: and, unless earlier terminated as provided below, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail. Termination shall not relieve Client of its obligation to pay for Services performed and expenses properly incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public business, technical, financial or other 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. Receiving Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely for the purpose of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.

Confidential obligations shall survive termination of this Agreement for a period of , except with respect to trade secrets, for which protection shall continue for as long as such information remains a trade secret under applicable law. Confidential Information shall not include information that: (i) is or becomes publicly known through no breach by Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives prompt written notice and cooperates to seek protective relief where practicable.

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 laws principles. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in that State, and the parties hereby submit to the personal jurisdiction of such courts.

Entire Agreement

This Agreement, together with any attached Schedules or exhibits signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

Limitation of Liability; Insurance

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Service Provider shall maintain professional liability insurance and commercial general liability insurance in commercially reasonable amounts and shall provide a certificate of insurance upon Client's request.

Notices

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