Business Innovations Template

BUSINESS INNOVATIONS TEMPLATE

Parties and Recitals

This Business Innovations Agreement (the Agreement) is entered into as of (Effective Date) between Client Name: , with principal address at (Client), and Innovator Name: , with principal address at (Innovator).

WHEREAS, Client seeks to engage Innovator to design, develop and implement certain business innovations, methodologies and deliverables described herein; and

WHEREAS, Innovator possesses expertise and capabilities in product development, process design and related professional services, and is willing to provide such services to Client on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Innovator shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Deliverables, acceptance criteria and milestones shall be as set forth in the Scope of Work and any mutually executed attachments or statements of work.

Payment Terms

Unless otherwise agreed in writing, fees are payable within thirty (30) days of invoice. Invoices shall itemize services performed and any reimbursable expenses. If payment is not received when due, Client shall pay the late fee set forth above and any reasonable collection costs.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Upon termination, Client shall pay Innovator for all work performed and approved expenses incurred through 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 specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

Each party shall maintain in confidence and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" includes nonpublic business, technical, financial and other information that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall use Confidential Information only to perform its obligations under this Agreement and shall protect it with at least the same degree of care it 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 the period specified above. Confidential Information does not include information that (i) is or becomes publicly available other than through a breach of this Agreement; (ii) is received from a third party without breach of any obligation of confidentiality; or (iii) is independently developed without use of the other party's Confidential Information.

Intellectual Property and Licenses

Unless otherwise agreed in a written statement of work, Innovator shall retain ownership of pre-existing intellectual property and methodologies. Client shall own all right, title and interest in and to Deliverables specifically prepared for Client under this Agreement upon full payment of all fees due hereunder. Innovator hereby grants Client a perpetual, non-exclusive, worldwide license to use Innovator's pre-existing materials incorporated into the Deliverables solely to the extent reasonably necessary to use the Deliverables.

Representations, Warranties and Indemnities

Each party represents that it has the legal right and authority to enter into this Agreement. Innovator warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly provided in this Agreement, services are provided "as is" and Innovator disclaims all other warranties. Each party agrees to indemnify, defend and hold harmless the other party from claims arising out of the indemnifying party's gross negligence or willful misconduct.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction specified above, without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved within thirty (30) days, either party may pursue any remedy available at law or in equity.

Entire Agreement and Miscellaneous

This Agreement, together with any attached statements of work or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any modification or waiver must be in writing and signed by both parties. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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