Business LABO Template

BUSINESS LABO AGREEMENT

This Business LABO Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client operates a business that requires certain laboratory, advisory, business operations or ancillary services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the requisite expertise, personnel and facilities to provide such services in a competent and professional manner in accordance with accepted industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the services to Client.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). The Services shall include, at a minimum, the tasks, deliverables, standards and acceptance criteria set forth in the Scope of Work field. Service Provider agrees to perform the Services in a diligent, professional and workmanlike manner and in accordance with applicable laws.

PAYMENT TERMS

In consideration for the performance of the Services, Client shall pay Service Provider as set forth below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing. Unless expressly stated, rates do not include taxes.

Service Provider shall submit invoices in accordance with the payment schedule. All undisputed invoices not paid when due shall accrue interest at the rate set forth above. Client shall notify Service Provider in writing within ten (10) days of receipt of any invoice of any disputed amounts; undisputed amounts remain payable when due. Client shall be responsible for any reasonable and documented out-of-pocket expenses pre-approved by Client.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within the notice period set forth above. Client may terminate without cause upon providing the notice described above; in such event Client shall pay Service Provider for Services performed through the effective date of termination and for any non-cancellable obligations incurred by Service Provider. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) relating to business operations, products, services, technology, processes, customers, pricing or other proprietary matters, whether disclosed orally, in writing or electronically. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iv) is required to be disclosed by law or by valid order of a court or governmental agency.

The Receiving Party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (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, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein. Upon termination or upon written request, the Receiving Party shall promptly return or, at the Disclosing Party's election, destroy all tangible Confidential Information and certify such destruction in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for resolution of disputes.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral.

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

Remedies: The parties agree that a breach of the confidentiality or intellectual property provisions of this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy; accordingly, the non-breaching party shall be entitled to seek injunctive relief in addition to any other available remedies.

Notices: All notices required or permitted by 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. Notice is effective upon receipt.

Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the dates indicated below.

Sign Now