Business Internal Document Template

Business Internal Document Template

Effective Date:

Parties

Recitals

WHEREAS, the parties wish to set forth the terms under which the Company and the Counterparty will coordinate internal business activities and obligations described herein;

WHEREAS, the Counterparty possesses specific knowledge, personnel, or deliverables to be provided to the Company in furtherance of internal operational objectives; and

WHEREAS, the parties desire to reduce to writing the scope, payment terms, confidentiality protections, and other terms governing their internal arrangement.

Scope of Work

Deliverables and acceptance criteria shall be documented in writing and attached as schedules to this Agreement. Unless otherwise agreed in writing, acceptance shall occur upon completion of the deliverable and approval by the Company Contact.

Payment Terms

Invoices shall be submitted in accordance with the Payment Schedule and are due net days from receipt unless otherwise agreed in writing.

Late payments shall accrue interest at % per month (or the maximum allowable by law), together with any collection costs incurred by the non-defaulting party.

Term and Termination

Term Start Date:

Term End Date (if any):

Notice to terminate (days): Automatic Renewal:

Either party may terminate this Agreement for material breach that remains uncured for thirty (30) days following written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for work performed.

Confidentiality

Each party shall maintain in strict confidence all Confidential Information disclosed by the other party and shall use such Confidential Information solely for the purposes of performing under this Agreement. "Confidential Information" means nonpublic business, technical or financial information disclosed in writing or orally and identified at the time of disclosure as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the selected jurisdiction, without regard to its conflict of law principles.

Entire Agreement and Miscellaneous

This Agreement, including any incorporated schedules and exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous proposals, understandings and representations, whether written or oral.

No amendment shall be effective unless executed in writing by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that injunctive relief may be an appropriate remedy in such event.

Acknowledgment

Each signatory below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for whom they sign and that their execution and performance of this Agreement is not prohibited by any corporate governance requirements or other obligations.

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