Business NEM Document

BUSINESS NEM DOCUMENT

Document Analysis

Type of document: This Business NEM Document is a binding General Business Agreement between two contracting parties memorializing the scope, compensation, term, confidentiality and governing law for services and deliverables associated with a business-level NEM engagement. "NEM" in this context denotes a business-specific project or program requiring commercial terms and performance commitments.

Typical contents: Real-world versions include WHEREAS recitals identifying parties and purpose, a detailed Scope of Work, Payment Terms (amount, schedule, late fees), Term and Termination provisions (start/end dates and notice periods), Confidentiality obligations, Governing Law, Entire Agreement and signature blocks for two parties. This form contains substantive contractual language and fields to capture the essential commercial and administrative data needed for execution.

Parties and Effective Date

This Agreement is made effective as of by and between Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties").

Recitals

WHEREAS, Client wishes to obtain certain services and deliverables related to the NEM project described herein and Service Provider has represented that it has the qualifications, experience and capacity to perform such services; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will perform the services and Client will compensate Service Provider; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows.

1. Scope of Work

Service Provider shall perform the Scope of Work in a professional and workmanlike manner consistent with industry standards. Deliverables will be provided in the formats and to the milestones set forth in the Scope of Work. Any changes to the Scope of Work shall be documented in a written Change Order signed by both Parties, which shall specify impact on price and schedule.

2. Payment Terms

Unless otherwise agreed in writing, invoices are due within the number of days specified in the Payment Schedule. Unpaid amounts shall accrue interest at the Late Payment Fee rate specified above or, if no rate is specified, at the maximum rate permitted by law. Client shall not withhold payment for disputes unrelated to the quality of deliverables; bona fide disputes shall be resolved promptly and the undisputed portion shall be paid in accordance with this Agreement.

3. Term and Termination

Term Commencement: This Agreement shall commence on and, unless earlier terminated in accordance with this Section, shall end on .

Either Party may terminate this Agreement for material breach by the other Party that remains uncured after thirty (30) days' written notice describing the breach. Either Party may terminate for convenience upon the notice period specified above. Upon termination, Client shall pay Service Provider for services performed and reasonable out-of-pocket costs incurred through the effective date of termination, subject to any offsets for proven breach.

4. Confidentiality

Each Party ("Recipient") shall keep confidential and shall not disclose or use Confidential Information of the other Party ("Discloser") except as necessary to perform obligations under this Agreement. "Confidential Information" means non-public information that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

Exceptions: Confidential Information does not include information that is (i) in the public domain through no breach of this Agreement; (ii) lawfully known to Recipient prior to disclosure; or (iii) independently developed without reference to Discloser's Confidential Information. Recipient may disclose Confidential Information to its employees, contractors or advisors on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as those herein.

5. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to its conflicts of law rules. The Parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, the Parties may pursue any remedies available at law or equity in the courts located in the governing jurisdiction.

6. Representations and Warranties; Indemnity

Each Party represents that it has the corporate power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. Service Provider shall indemnify and hold harmless Client from claims arising from Service Provider's gross negligence or willful misconduct in performing the services, subject to any limitations of liability agreed in writing.

7. Entire Agreement; Amendments

This Agreement, including any appended Schedules and Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings and agreements. No modification or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both Parties.

8. Notices

Notices shall be in writing and delivered by hand, recognized courier, or certified mail to the addresses specified above (or such other address as a Party may specify in writing). Notices are deemed given upon receipt.

Acknowledgement

Each Party acknowledges that it has read and understands this Agreement, that it has had the opportunity to obtain independent legal advice, and that it intends to be legally bound by its terms.

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