Business Information PDF

BUSINESS INFORMATION AND SERVICES AGREEMENT

This Business Information and Services Agreement ("Agreement") is entered into as of by and between Provider Legal Name: and Client Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional services and information solutions, including but not limited to the services described below, and represents that Provider has the qualifications, experience, and ability to perform such services in a competent and professional manner;

WHEREAS, Client desires to retain Provider to perform certain services and to receive business information and related deliverables under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective responsibilities, payment terms, confidentiality obligations, and other terms governing the relationship.

BUSINESS INFORMATION — PROVIDER

Corporation LLC Partnership Sole Proprietorship Other:

BUSINESS INFORMATION — CLIENT

Corporation LLC Partnership Sole Proprietorship Other:

SCOPE OF WORK

Provider shall perform the services and deliver the business information, analyses, reports, and any related deliverables described in this Scope of Work. The Scope of Work below identifies the deliverables, milestones, acceptance criteria, and any dependencies.

PAYMENT TERMS

Client shall pay Provider for the services rendered in accordance with the following terms.

All fees are due in accordance with the payment schedule. Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses. Provider shall submit invoices in writing and Client shall pay undisputed amounts within the days specified in the payment schedule. Disputed amounts must be identified in writing within seven (7) days of receipt of an invoice.

TERM AND TERMINATION

This Agreement commences on Commencement Date: and shall continue until Termination Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not affect accrued payment obligations or obligations that by their nature survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial, and other information disclosed by one party to the other that is designated as confidential or that, under the circumstances of disclosure, ought to be treated as confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to third parties except as permitted herein; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets. Upon termination, receiving party shall return or destroy Confidential Information within days and certify destruction or return in writing upon request.

Confidentiality obligations do not apply to information that is (i) publicly known at the time of disclosure; (ii) becomes publicly known through no fault of the receiving party; (iii) lawfully received from a third party without restriction; or (iv) independently developed without use of the disclosing party's Confidential Information. If required by law or valid subpoena to disclose Confidential Information, the receiving party will provide prompt written notice and cooperate with reasonable efforts to seek protective relief.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles. The parties agree to good faith negotiations to resolve disputes. If negotiation fails, the parties may pursue any available legal or equitable remedies in courts of competent jurisdiction located in the chosen state.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, even if advised of the possibility of such damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total amounts paid or payable by Client to Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including all attachments and any mutually executed statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous discussions, proposals, and agreements, whether oral or written. No amendment or modification shall be effective unless made 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 set forth in the Business Information sections above, or to such other address as a party may designate by written notice. Notices shall be deemed effective upon personal delivery, confirmed delivery by courier, or three (3) days after deposit with the postal service when sent by certified mail, return receipt requested.

MISCELLANEOUS

The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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