Business NLL Template

BUSINESS NLL AGREEMENT

Effective Date:

Client Name:   Service Provider Name:

RECITALS

WHEREAS, Client has engaged Service Provider to perform certain business services as further described in this Agreement, and Service Provider possesses the professional qualifications and experience to perform such services in accordance with the terms set forth herein;

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and limitations of liability that will govern the relationship between Client and Service Provider during the Term of this Agreement;

WHEREAS, the parties acknowledge and agree that this Agreement contains a negotiated allocation of risk, including specified limitations on damages and remedies, which are material inducements to each party's willingness to enter into this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, and acceptance criteria will be as set forth in the Description of Services or in writing agreed by the parties.

PAYMENT TERMS

All invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of per month or the maximum rate permitted by applicable law until paid. Client shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term Start Date:

Term End Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured after the notice period set forth above. Either party may also terminate for convenience upon the same notice period, subject to payment for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in oral, written 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, including business plans, pricing, technical data, and proprietary processes.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform under this Agreement, and (c) not disclose Confidential Information to third parties except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those hereunder.

Exclusions: Confidential Information does not include information that is (i) publicly available other than by breach of this Agreement, (ii) already lawfully in the receiving party's possession prior to disclosure, (iii) rightfully received from a third party without restriction, or (iv) independently developed without use of the disclosing party's Confidential Information.

Remedies and Survival: Receiving party acknowledges that breach of confidentiality may cause irreparable harm for which monetary damages are inadequate and that the disclosing party may seek injunctive relief and any other remedies available at law or in equity. Confidentiality obligations survive termination of this Agreement for a period of years.

LIMITATION OF LIABILITY

Except for a party's indemnification obligations or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising out of or in connection with this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation; if unresolved, disputes shall be resolved by the courts located in the specified jurisdiction.

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 and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or electronic transmission with confirmation, to the addresses set forth above or to such other address as a party may designate by notice in accordance with this section.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity.

Severability: If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

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