Business Norms Template

BUSINESS NORMS TEMPLATE

Recitals

WHEREAS, Client Name: seeks to establish documented business norms and operational practices governing the provision of services described herein; and

WHEREAS, Service Provider Name: has the experience and capacity to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to memorialize business norms, responsibilities, payment terms, confidentiality obligations and dispute resolution procedures effective as of Effective Date: .

Scope of Work

The Service Provider will perform the services, deliverables and activities as described below. The parties agree that the following description is intended to capture primary obligations and operational norms; minor procedural adjustments may be adopted by written amendment signed by both parties.

Payment Terms

Payment Amount: $ payable in accordance with the schedule below. All amounts are stated in the currency of record and exclude taxes unless otherwise noted.

Late Payment: If any amount due is not received within days after the due date, interest will accrue at a rate of percent per month (prorated daily) or the maximum rate permitted by law, whichever is lower. The parties agree that the assessment of late fees is in addition to any other remedies available at law or equity.

Term and Termination

Term Commencement: This Agreement shall commence on Start Date: and shall continue until End Date: unless terminated earlier in accordance with this Section.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement without cause by providing the other party with at least days' prior written notice. Upon termination, the Service Provider shall be entitled to payment for all services performed and reasonable, documented costs incurred through the effective date of termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" means non-public business, technical, financial or other proprietary information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Neither party shall disclose Confidential Information to third parties or use it except as necessary to perform under this Agreement.

Exceptions: Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Mutual confidentiality applies
Confidentiality is one-way (identify discloser)

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to conflicts of law principles. The parties agree that disputes will be resolved as set forth in this Agreement.

Entire Agreement; Miscellaneous

This Agreement, including any attachments or amendments executed in writing by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its duties 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 merger or sale of substantially all of its assets.

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

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