Business MOR Document

BUSINESS MOR DOCUMENT

This Business MOR Document (the Agreement) is entered into by and between:

Effective Date: .

WHEREAS

WHEREAS, Party A is engaged in the business of providing certain services and deliverables described herein and has the skill and resources to perform such services;

WHEREAS, Party B desires to retain Party A for those services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement memorialize the scope, compensation, confidentiality and other material terms governing their relationship.

SCOPE OF WORK

Party A shall perform the services, produce deliverables and meet milestones as set forth below. Party A shall perform such services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Compensation to Party A shall be as follows:

Late Payment: Payments not received within days after the due date shall incur a late fee of % per month on the outstanding balance, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon providing written notice at least days prior to the effective date of termination.

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 days after receipt of written notice specifying the breach. Termination will not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "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 and the circumstances of disclosure.

Receiving party will: (a) use Confidential Information solely to perform obligations or exercise rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) was known by the receiving party prior to disclosure; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Confidentiality Period: The obligations in this Section survive for years after the termination or expiration of this Agreement, except for trade secrets which will remain protected for as long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts, willful misconduct or material breach of this Agreement, except to the extent caused by the indemnitee's negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

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

No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves the parties' intent to the greatest extent possible.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice.

Sign Now