Business ISO Document

Business ISO Document

Parties and Recitals

Client Name:     Service Provider:

Effective Date:

WHEREAS, Client requires consultation, assessment, and implementation services to achieve or maintain compliance with the selected ISO management system standards; and

WHEREAS, Service Provider has the technical competence and experience to provide ISO-related consulting, gap analysis, documentation, and audit support services as described in this agreement; and

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

ISO Standard Selection

Applicable ISO Standard(s) (select all that apply):

ISO 9001 (Quality Management) ISO 27001 (Information Security) ISO 14001 (Environmental) Other:

Scope of Work

Service Provider will perform the following services, deliverables, and milestones. The scope below constitutes the agreed scope of work for the ISO engagement.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the services described in this Agreement.

Payment is due within days of invoice unless otherwise stated in the payment schedule. Late payments shall accrue interest at per month (or the maximum permitted by law), plus reasonable collection costs.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience on not less than days' prior written notice. Either party may terminate for material breach if the breach is not cured within 30 days after written notice. Termination does not relieve Client of liability for fees and expenses incurred through the effective date of termination.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to disclosure; (c) is lawfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall protect Confidential Information with no less than the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations survive termination for years.

Audit Assistance and Deliverables

Service Provider will provide reasonable assistance for external certification audits, including documentation preparation and on-site or remote audit support as specified in the Scope of Work. All deliverables shall be in writing and delivered in electronic format unless otherwise agreed.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing methodologies, templates, and proprietary tools. Client is granted a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal use to achieve ISO compliance. Any third-party materials provided to Client are subject to the applicable third-party license terms.

Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, consequential, punitive, or special damages. Service Provider's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Indemnification

Each party agrees to defend, indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of its representations, warranties or obligations under this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to its conflict of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county of the governing jurisdiction unless the parties agree otherwise in writing.

Notices

Entire Agreement; Amendments

This Agreement, including all attachments and schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and executed by authorized representatives of both parties.

Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

Execution

The parties have executed this Agreement as of the Effective Date set forth above by their duly authorized representatives.

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