Business ISO Form

Business ISO Form

This Business ISO Form (the Agreement) is made between Client Name: with principal address: and Service Provider Name: with principal address: (collectively, the Parties).

WHEREAS

WHEREAS, Client seeks advisory, gap analysis, implementation support and preparatory assessment services in connection with achieving or maintaining certification to the ISO standard(s) identified below; and

WHEREAS, Provider has expertise and experience in ISO management systems, auditing preparation and systems implementation and agrees to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the Parties desire a written statement of the scope, deliverables, fees, and responsibilities associated with the services described herein.

Scope of Work

Provider shall perform services to assist Client in preparing for ISO certification, which may include gap analysis, documentation drafting, implementation coaching, internal audit support, and readiness assessments. The Parties acknowledge that certification is granted by an independent registrar and is not guaranteed by Provider.

Standards and Assessment

Applicable ISO Standard(s): . Proposed on-site assessment window (if applicable): From to .

Payment Terms

Client shall pay Provider the fees set forth below for the services described in this Agreement. All fees are exclusive of taxes unless otherwise stated.

Deposit: due upon signing; Remaining balance: payable according to schedule:

Any overdue payment shall accrue a late fee of per month or the maximum permitted by law, whichever is less, calculated from the date due until paid in full.

Term and Termination

This Agreement commences on Start Date: and continues until Completion 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 intended termination date. Either Party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the nature of the breach. Termination shall not relieve Client of the obligation to pay for services rendered and reimbursable expenses incurred through the effective date of termination.

Confidentiality

The Parties acknowledge that during performance of services each may receive Confidential Information of the other. "Confidential Information" means non-public business, technical, financial or operational information disclosed in any form. Each Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) limit disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Subject to payment in full, Provider grants Client a non-exclusive, non-transferable license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Provider retains ownership of Provider's pre-existing methodologies, templates, tools and know-how. Client shall not resell or redistribute Provider's proprietary materials without prior written consent.

Indemnification and Limitation of Liability

Each Party shall indemnify and hold harmless the other Party from claims arising from its grossly negligent acts or willful misconduct. Except for liability arising from breach of confidentiality or indemnification obligations, neither Party shall be liable to the other for incidental, consequential, special or punitive damages. Provider's aggregate liability for any claim arising under or in connection with this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

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 law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments executed contemporaneously, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Representations

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, and that the execution and delivery of this Agreement have been duly authorized by all necessary corporate or other action.

Additional Administrative Information

Entity Types

Client Entity: Corporation LLC Sole Proprietor Other

Provider Entity: Corporation LLC Sole Proprietor Other

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