Business Management Solutions

BUSINESS MANAGEMENT SOLUTIONS AGREEMENT

This Business Management Solutions Agreement ("Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Client operates a business and requires professional business management, advisory and operational services to improve business performance and operational controls; and

WHEREAS, Service Provider represents that it has expertise, personnel and methodologies necessary to provide business management solutions including but not limited to strategic planning, operations management, financial oversight and process implementation; and

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

SCOPE OF WORK

Service Provider shall perform the services described below. Services may include strategic planning, operations optimization, staff training, performance metrics development, vendor management, financial reporting support, and other management tasks expressly agreed in writing.

PAYMENT TERMS

In consideration for the services rendered, Client shall pay Service Provider in accordance with the following terms.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if the breach remains uncured for thirty (30) days following written notice.

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it will receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical and operational information disclosed in any form. The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for performance under this Agreement, and (c) not disclose Confidential Information to any third party except to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as such information retains trade secret status under applicable law. Confidential Information does not include information that is (i) publicly available without breach of this Agreement, (ii) already known to the receiving party at the time of disclosure, or (iii) rightfully obtained from a third party free of restriction.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing methodologies, tools and templates. Deliverables created specifically for Client under this Agreement shall be considered work product and ownership will be transferred to Client upon full payment, except that Service Provider retains a perpetual, non-exclusive, royalty-free license to use general knowledge, skills and experience gained in providing the services.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third party claims, losses or liabilities arising from its breach of this Agreement, gross negligence or willful misconduct. The indemnifying party’s obligations are conditioned on prompt written notice of the claim and reasonable cooperation in the defense.

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 resolution of disputes.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of all or substantially all of its assets.

Sign Now