Business MOA Template

BUSINESS MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (the "Agreement") is entered into as of Effective Date: by and between:

Parties

WHEREAS

WHEREAS, Party A is engaged in the business of and has the expertise and capability to perform the services described herein;

WHEREAS, Party B desires to retain Party A to provide certain services for the project titled pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their mutual understanding, responsibilities and the essential terms governing their collaboration.

Scope of Work

Party A shall perform the following services and deliverables in a professional manner consistent with industry standards. Details, milestones, deliverables, acceptance criteria and any dependencies shall be as set forth below.

Payment Terms

Party B shall pay Party A the sums set forth below in consideration for the services and deliverables.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice describing the breach. Termination shall not relieve any party of obligations accrued prior to the effective date of termination.

Confidentiality

For a period of years after the termination or expiration of this Agreement, each party shall maintain in strict confidence and shall not disclose or use any Confidential Information of the other party except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall take all reasonable measures to protect the confidentiality of the other party's Confidential Information, at least the same degree of care it uses to protect its own similar information but no less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party without restriction on use or disclosure prior to receipt; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Indemnification and Liability

Each party (the "Indemnitor") agrees to indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for incidental, consequential, punitive or special damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any attachments or exhibits expressly incorporated herein, 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 written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder.

Signatures

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