Business Interruptors Template

BUSINESS INTERRUPTORS AGREEMENT

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

WHEREAS

WHEREAS, the Client operates a business that requires continuity of operations and rapid stabilization following interruptions to operations; and

WHEREAS, the Interruptor provides specialized business interruption mitigation services, including assessment, stabilization, temporary operations, and coordination with third-party vendors and insurers; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

1. SCOPE OF WORK

The Interruptor shall provide interruption response and recovery services as described below. Services shall be performed with reasonable skill and care in accordance with industry standards.

2. PAYMENT TERMS

In consideration for the services provided by the Interruptor, the Client shall pay fees as set forth below. Fees are non-refundable except as expressly set forth in this Agreement.

All fees are exclusive of applicable taxes, which shall be paid by the Client. The Interruptor may suspend services for non-payment after providing written notice and a cure period of seven (7) days.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form 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 (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, agents, contractors or advisors with a need to know and who are bound by obligations of confidentiality at least as protective as those herein. Confidential Information does not include information that is publicly known, rightfully received without restriction from a third party, independently developed without use of the other's Confidential Information, or required to be disclosed by law, provided the disclosing party is given prompt notice and, where lawful and practicable, the opportunity to seek protective measures.

5. INSURANCE AND LIABILITY

The Interruptor shall maintain commercial general liability and professional liability insurance with limits reasonable to the size and scope of the services. Evidence of insurance shall be provided upon request. Except for willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, consequential, punitive, or special damages, and each party's aggregate liability for claims arising out of this Agreement shall be limited to direct damages not to exceed the total fees paid to the Interruptor under this Agreement during the twelve (12) months preceding the claim.

6. NOTICES

All notices under this Agreement shall be in writing and delivered to the address set forth below or to such other address as either party may designate by notice in accordance with this Section.

7. 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. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising hereunder.

8. ENTIRE AGREEMENT

This Agreement, including any exhibits and written statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. No waiver of any right under this Agreement will be effective unless in writing and signed by the waiving party.

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