Business MBC Template

BUSINESS MBC TEMPLATE

This Business MBC Agreement (the Agreement) is made effective as of by and between:

Parties

WHEREAS

WHEREAS, Party A is engaged in the business of providing management, business development, and related services and desires to retain Party B to perform certain management, business coordination and consulting services for the benefit of Party A; and

WHEREAS, Party B represents that it has the requisite expertise, personnel, and resources to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the services to be provided by Party B to Party A.

Scope of Work

Party B shall provide the services described below. Party B shall perform such services in a professional manner consistent with industry standards and in accordance with schedules agreed in writing by the parties.

Payment Terms

Party A shall pay Party B for services rendered in accordance with the following terms:

Total Fee: (US Dollars).

Payment Method:

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate. In addition, Party A shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the proposed termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, including business plans, financial information, customer lists, pricing, trade secrets and technical information.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence and use at least the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable standard of care; (ii) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents or professional advisors who need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known by the receiving party prior to disclosure without confidentiality obligations; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the other party's Confidential Information.

Injunctive Relief: The parties acknowledge that a breach of the confidentiality obligations would cause irreparable harm for which monetary damages may be inadequate and agree that the disclosing party shall be entitled to seek injunctive relief to prevent or curtail any actual or threatened breach.

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 within that State for resolution of disputes arising under this Agreement.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising from the indemnifying party's gross negligence, willful misconduct or breach of its obligations under this Agreement. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for special, incidental, consequential or punitive damages.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor by merger or sale of substantially all of its assets.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other address as either party may designate in writing.

Entire Agreement

This Agreement, including all exhibits and written statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and representations, whether oral or written. This Agreement may only be amended by a written instrument signed by both parties.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be treated as original signatures for all purposes.

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