Business Management Template

BUSINESS MANAGEMENT AGREEMENT

This Business Management Agreement (the Agreement) is entered into as of by and between:

Parties

Recitals

WHEREAS, Client Name: engages Manager Name: to provide business management and advisory services described herein; and

WHEREAS, Manager has the skill, experience, and personnel necessary to perform the management services, and Client desires to retain Manager on the terms and conditions set forth in this Agreement;

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

1. Scope of Work

Manager shall provide business management services as agreed by the parties. Services shall include strategic planning, financial oversight, vendor management, operations coordination, personnel advising, and such other services as authorized in writing by Client. Detailed scope, deliverables, and specifications are set forth below and any additional work must be mutually agreed in writing.

2. Payment Terms

Client shall pay Manager the fees described below in consideration for services rendered. All fees are exclusive of applicable taxes, which Client shall pay where required by law.

Overdue amounts shall accrue interest at the rate specified above, compounded monthly, and Client shall be responsible for reasonable collection costs, including attorney fees, if applicable.

3. Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Section, shall continue until .

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice.

Upon termination, Manager shall deliver completed work in progress and Client shall pay Manager for all services performed and reimbursable expenses incurred through the effective date of termination.

4. Confidentiality

Each party (the Receiving Party) shall hold in confidence and shall not disclose to third parties any Confidential Information of the other party (the Disclosing Party). "Confidential Information" means non-public business, financial, technical or other information disclosed in connection with this Agreement. Confidential Information does not include information that is: (a) publicly known through no fault of the Receiving Party; (b) lawfully received from a third party without an obligation of confidentiality; or (c) independently developed without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall remain in effect during the Term and for after termination, unless a longer period is required by applicable law.

5. Intellectual Property

Unless otherwise agreed in writing, all intellectual property created by Manager specifically for Client pursuant to this Agreement shall be deemed "Work Product" and, upon full payment of amounts due, Manager hereby assigns to Client all right, title and interest in such Work Product. Manager retains ownership of its pre-existing methodologies, tools, templates, and know-how, and grants Client a non-exclusive, non-transferable license to use such materials solely as incorporated in the delivered Work Product.

6. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, the liability of Manager to Client for any claim arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Manager under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES.

7. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth above or to such other address as may be designated by a party in writing.

8. 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 agree that any dispute arising under this Agreement shall be resolved in the courts located within that State, subject to mandatory jurisdictional requirements where applicable.

9. Entire Agreement

This Agreement, together with any exhibits or schedules attached hereto and any written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements, 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.

Execution

The parties have executed this Agreement as of the date first written above.

Sign Now