Business MBA Form

Business MBA Form

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

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business advisory, management, and advisory services as set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform such services and is willing to provide such services to Client on the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider shall provide its own personnel, equipment, and materials necessary to perform the Services unless otherwise agreed in writing.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees are exclusive of taxes for which Client is responsible.

Total Fee: $

Payment Schedule: . Invoices shall be submitted to Client in accordance with the schedule above.

Payment Due: Invoices are due within days of receipt unless otherwise agreed in writing.

Late Payment: Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reasonable collection costs and attorneys' fees.

3. Term and Termination

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

Termination: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Client may terminate for convenience upon providing days' prior written notice and payment for Services performed through the effective date of termination.

Obligations on Termination: Upon termination, Service Provider shall deliver to Client all work in progress and all materials paid for by Client. Client shall pay Service Provider for Services performed and expenses reasonably incurred up to the effective date of termination.

4. Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually, or in writing, that is designated as confidential or that, under the circumstances, should reasonably be understood to be confidential.

Obligations: Receiving Party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no wrongful act of Receiving Party; (ii) was in Receiving Party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

Remedies: The parties acknowledge that monetary damages may be an inadequate remedy for breach of this Section and that the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

5. Representations; Warranties; Indemnification

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnification: Service Provider shall defend, indemnify and hold Client harmless from and against any third-party claims arising from Service Provider's gross negligence or willful misconduct in performance of the Services. Client shall indemnify Service Provider for claims arising from Client's breach or misuse of deliverables.

6. Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict-of-law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute by negotiation. If unresolved, disputes shall be submitted to non-binding mediation prior to pursuing legal remedies. Nothing in this Section shall prevent a party from seeking injunctive or other equitable relief.

7. Miscellaneous

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Amendments: Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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

8. Entire Agreement

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

Certification: Each signatory below certifies that they are duly authorized to execute this Agreement on behalf of the party for which they sign, and that their signature constitutes a binding obligation of that party.

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