Business MAG Template

BUSINESS MAG AGREEMENT

This Business MAG Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client requires certain marketing, advisory and general business services specific to the Client's operations and business objectives; and

WHEREAS, Provider represents that it has the requisite expertise, personnel and resources to perform such services and agrees to provide those services on the terms set forth in this Agreement.

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

SCOPE OF WORK

Provider shall perform the services set forth in the Description of Services and shall deliver work products and reports in accordance with the delivery schedule set forth in the Scope of Work. Provider agrees to assign personnel with appropriate qualifications and to perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Provider shall submit invoices to Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. If Client disputes any portion of an invoice, Client shall notify Provider in writing within the payment period and pay the undisputed portion.

Overdue amounts shall accrue interest at the lesser of % per month or the maximum rate permitted by law, calculated monthly on the outstanding balance. In addition, Provider may suspend services if payment is more than days overdue after notice.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days of written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical or financial information disclosed by a party to the other party, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) is lawfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, subject to notice to the disclosing party and reasonable cooperation to seek protective measures.

The receiving party shall: (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein. The obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts 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

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 understandings, agreements, representations and warranties, both written and oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to a successor by merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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