Business NBF Template

Business NBF Template

This Non-Binding Framework Agreement (the "Agreement") is entered into between:

Effective Date:

WHEREAS

WHEREAS, Party A seeks to evaluate and potentially procure services relating to commercial business activities and strategic initiatives described herein; and

WHEREAS, Party B represents that it has the experience, personnel and capability to provide advisory, implementation, or other professional services on the terms set forth below; and

WHEREAS, the parties intend that this Agreement establish mutually understood, non-binding commercial terms and an initial framework for negotiation and subsequent binding agreements, each subject to final documentation and approvals.

SCOPE OF WORK

The preliminary scope of services to be provided by Party B to Party A is described below. The parties acknowledge that specifics, deliverables, milestones and acceptance criteria shall be set forth in subsequent statements of work or binding contracts.

PAYMENT TERMS

Total Estimated Fee:

Invoices will be issued by Party B in accordance with the payment schedule. Payment is due within days of receipt of a proper invoice. Late payments shall incur a late fee calculated as the greater of (a) % per month on the overdue balance, or (b) USD.

Unless otherwise stated in a binding agreement, fees exclude applicable taxes and reimbursable out-of-pocket expenses reasonably incurred by Party B and pre-approved by Party A.

TERM AND TERMINATION

Term Commencement: . Term Expiration:

Either party may terminate any subsequent binding agreement entered pursuant to this framework for material breach if the breach is not cured within the notice period above. Either party may terminate for convenience upon providing the notice period specified above. Termination does not relieve either party of obligations accrued prior to termination, including payment obligations.

CONFIDENTIALITY

Each party acknowledges that during the course of discussions and any services certain non-public, confidential or proprietary information may be disclosed ("Confidential Information"). Confidential Information shall not include information that is (i) publicly known without breach of this Agreement; (ii) rightfully received from a third party without obligation of confidentiality; or (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination of this Agreement for years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under or related to this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior oral or written proposals, negotiations and agreements. No representations, warranties or terms not expressly set forth in this Agreement shall be binding. Any binding obligations between the parties will be set forth in a separate written agreement executed by both parties.

MISCELLANEOUS PROVISIONS

No waiver of any provision shall be effective unless made in writing and signed by the party waiving compliance. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

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