Business KOMA Template

Business KOMA Template

This Key Operational Management Agreement ("Agreement") is entered into as of , by and between:

Client Name:

Provider Name:

Recitals

WHEREAS, Client operates a business engaged in commercial activities and seeks to engage Provider to perform certain operational management, coordination, and advisory services as described in this Agreement; and

WHEREAS, Provider possesses the requisite experience, personnel and resources to provide such services and is willing to provide those services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Scope of Work

Provider shall perform the services described below (the "Services"). Provider shall furnish all labor, materials, equipment and supervision required to perform the Services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

As consideration for the Services, Client shall pay Provider the fees and expenses set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

All invoices are due within the time specified in the Payment Schedule. Late payments shall accrue interest at the rate specified above and Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider to collect delinquent amounts.

3. Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above following receipt of written notice. Provider may suspend performance immediately upon Client's failure to pay undisputed amounts when due.

4. Confidentiality

Each party (the "Recipient") shall hold in confidence all non-public, proprietary or confidential information disclosed by the other party (the "Discloser") and shall not use or disclose such Confidential Information except to perform its obligations under this Agreement. Confidential Information does not include information that is demonstrably: (a) known to the Recipient prior to disclosure; (b) becomes publicly available without breach of this Agreement; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Discloser's Confidential Information.

The obligations in this section shall survive termination of this Agreement for the period specified above and for any trade secrets for so long as such information remains a trade secret under applicable law.

5. Representations and Warranties; Indemnity

Each party represents that it has the authority to enter into this Agreement. Provider warrants that Services will be performed in a professional manner consistent with industry standards. Provider's sole liability for breach of the foregoing warranty shall be to re-perform the deficient Services or, if Provider is unable to do so, refund the fees paid for such Services. Each party shall indemnify and hold harmless the other party against third-party claims arising from the indemnifying party's negligent acts or willful misconduct in connection with this Agreement.

6. 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 consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

7. Entire Agreement; Amendments

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision. Headings are for convenience only and shall not affect interpretation.

Notices

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