Business MOU Document

Business Memorandum of Understanding (MOU)

This Memorandum of Understanding (MOU) is entered into as of by and between Client Name: , Address: and Service Provider Name: , Address: .

Recitals

WHEREAS, Client Name is engaged in the business of providing business operations and requires certain professional services to be performed; and

WHEREAS, Service Provider Name possesses the expertise and resources to provide the services described herein and desires to provide such services to Client Name pursuant to the terms of this MOU;

WHEREAS, the parties intend for certain provisions of this MOU to be binding and to set forth the basic terms and conditions under which the parties will negotiate and perform the activities described below.

Scope of Work

The Service Provider will perform the following services for the Client. The parties agree to the general description below; detailed deliverables, milestones and acceptance criteria shall be set forth in written statements of work executed by the parties and attached as addenda to this MOU.

Payment Terms

In consideration for the services rendered under this MOU, Client agrees to pay Service Provider in accordance with the terms set forth below.

All invoices are due within the period specified in the payment schedule. Unpaid amounts shall accrue interest or late fees as specified above, and the Client shall reimburse reasonable collection and legal costs incurred by the Service Provider to enforce payment.

Term and Termination

This MOU shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this MOU for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for 10 days after receipt of written notice specifying the breach. Termination shall not relieve the Client of its obligation to pay for services performed through the effective date of termination.

Confidentiality

For purposes of this MOU, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether in oral, written, graphic or electronic form, 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. Confidential Information includes, without limitation, business plans, pricing, financial information, customer lists and technical information.

The receiving party shall (a) hold 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) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely for the purposes of performing its obligations under this MOU. The obligations set forth in this section shall survive termination of this MOU for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of disclosure in breach of this MOU; (ii) was within the receiving party's legitimate possession prior to disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully received by the receiving party without restriction on disclosure from a third party.

Governing Law

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

Entire Agreement; Miscellaneous

This MOU, together with any executed statements of work or addenda, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment to this MOU shall be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign its rights under this MOU 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 of its assets. The parties are independent contractors and nothing in this MOU shall be construed to create a partnership, joint venture, employment, or agency relationship. If any provision of this MOU is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Binding Provisions

The parties acknowledge that, except as explicitly stated otherwise, the parties intend sections entitled Payment Terms, Confidentiality and Governing Law to be legally binding obligations. Other provisions set forth in this MOU reflect the parties' present intentions with respect to future agreements and negotiations.

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