Business Issue Resolution Template

Business Issue Resolution Agreement

This Business Issue Resolution Agreement (Agreement) is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, the parties have identified a business issue described as: occurring on or about ; and

WHEREAS, the parties desire to establish a binding process to investigate, remediate, and resolve the identified issue and to set forth the responsibilities, timelines, and compensation related thereto.

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

Scope of Work

Payment Terms

Total amount payable for the work described in this Agreement:

Late payment shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and the defaulting party shall reimburse collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice provided at least days prior to the effective termination date. Termination for material breach may be immediate if the breaching party fails to cure within fifteen (15) days of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by a party that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances. Each receiving party agrees to: (a) 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; (b) use Confidential Information only as necessary to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure without an obligation of confidentiality; (iii) is rightfully obtained by the receiving party from a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without use of the other party's Confidential Information.

Representations; Warranty

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement, that the execution and performance of this Agreement will not violate any other agreement to which it is a party, and that the person signing below is duly authorized to bind the party.

Limitation of Liability

Except for claims arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total amounts actually paid 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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement; Amendments

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

Dispute Resolution

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days after a party's written request for negotiation, the dispute shall be resolved by binding arbitration administered in the governing state in accordance with the applicable arbitration rules. Judgment on the arbitration award may be entered in any court having jurisdiction.

Notice

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing, and shall be effective upon receipt.

Execution and Acceptance

By signing below, each party acknowledges that it has read and understands this Agreement, that it has authority to enter into this Agreement, and that it agrees to be bound by its terms.

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