Business MGP Template

Business MGP Template

Parties and Effective Date

This Master Growth and Procurement Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between:

Recitals

WHEREAS, Client desires to retain Provider to perform certain growth, procurement and program management services described herein and Provider represents that it has the experience, personnel and resources necessary to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties intend for this Agreement to establish the general terms and conditions under which Provider will provide services, including the scope, payment structure, confidentiality obligations, and termination rights set forth below;

WHEREAS, the parties acknowledge that specific projects or statements of work will be implemented under this Agreement and governed by the terms herein unless otherwise expressly agreed in a signed writing.

Scope of Work

Provider shall perform the tasks, deliverables and services described below. Any changes to the scope shall require prior written approval in accordance with the Change Control provisions set forth in this Agreement.

Payment Terms

Client shall pay Provider for services performed in accordance with the rates and schedule set forth below. All amounts are stated in the applicable currency and are exclusive of taxes unless otherwise required by law.

All invoices shall be submitted in reasonable detail. If Client disputes an invoice in good faith, Client shall notify Provider within ten (10) days of receipt and the parties shall promptly attempt to resolve the dispute. Payments not made when due shall accrue interest at the rate set forth above and Provider may suspend services if payment is more than thirty (30) days past due following written notice.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary, or business information disclosed by the other party (the "Disclosing Party") that is designated as confidential or would reasonably be understood to be confidential given the nature of the information ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice so the Disclosing Party may seek protective measures.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles.

Entire Agreement

This Agreement, together with any exhibits, statements of work and change orders duly executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties, whether written or oral.

The parties acknowledge that any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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