Business Manifest Agreement

BUSINESS MANIFEST AGREEMENT

This Business Manifest Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: , a business organized at Address: ("Provider"), and Recipient Name: , located at Address: ("Recipient").

RECITALS

WHEREAS, Provider prepares and maintains a business manifest describing strategic deliverables, operational processes, and associated documentation (the "Manifest") to guide the Recipient's implementation of agreed services; and

WHEREAS, Recipient desires to engage Provider to produce, deliver and, where applicable, maintain the Manifest on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the Manifest and any related deliverables be governed by the confidentiality, payment, term and termination, and other provisions below.

SCOPE OF WORK

Provider shall create and deliver a Business Manifest describing the scope, milestones, roles, processes, documentation deliverables, and acceptance criteria for the Recipient's project. Deliverables shall include, at minimum, an executive summary, operational workflow diagrams, a risk register, and a recommended implementation schedule. Provider shall perform the services in a professional manner consistent with industry standards.

PAYMENT TERMS

Recipient shall pay Provider the fees set forth below in exchange for Provider's performance of the Scope of Work. All payments are due in United States Dollars unless otherwise agreed in writing.

Example schedule: Deposit of due upon execution; progress payment(s) as specified above; final payment due upon acceptance of the Manifest.

Provider may suspend performance for any undisputed invoice unpaid more than days after receipt of notice. Late fees accrue from the invoice due date until paid. Recipient shall also reimburse Provider for reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated as provided below, shall continue until End Date: or until the parties have satisfied all obligations.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Recipient of its obligation to pay for services performed and expenses reasonably incurred through the termination date.

Upon termination, Provider shall deliver to Recipient any completed portion of the Manifest and all work product for which Provider has been paid. Sections dealing with Confidentiality, Payment, Indemnity and Governing Law shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) hold Confidential Information in confidence; (b) not use Confidential Information except to perform obligations under this Agreement; and (c) disclose Confidential Information only to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The foregoing obligations do not apply to information that: (i) is or becomes publicly available through no breach hereof; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law, provided it gives prompt written notice to the other party and cooperates in any lawful effort to limit disclosure.

INTELLECTUAL PROPERTY & LICENSES

Unless otherwise agreed in writing, Provider retains ownership of pre-existing intellectual property and tools used in delivering the Manifest. Provider grants Recipient a non-exclusive, non-transferable license to use deliverables for Recipient's internal business purposes upon full payment of fees. Any third-party materials incorporated into deliverables remain subject to their respective licenses.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that services will be performed in a professional and workmanlike manner. Except as expressly stated herein, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT.

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 under this Agreement, subject to any mandatory rules to the contrary.

ENTIRE AGREEMENT

This Agreement (including all exhibits and attachments, if any) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets. If any provision is held invalid, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

Sign Now