Business NRLs Template

BUSINESS NRLs TEMPLATE

This Business Agreement (the Agreement) is entered into as of Effective Date: by and between:

Recitals

WHEREAS, the Service Provider is engaged in the business of providing professional services and solutions described herein and possesses the necessary expertise, personnel and equipment to perform such services; and

WHEREAS, the Client desires to retain the Service Provider to perform the services described in this Agreement under the terms and conditions set forth below; and

WHEREAS, the parties intend by this Agreement to set forth the scope, payment, confidentiality and other terms governing their relationship.

1. Scope of Work

1.1 Services. The Service Provider shall perform the services and deliverables described in the Scope of Work below (Services). The Services shall be performed in a professional manner consistent with industry standards.

2. Payment Terms

2.1 Contract Price. The Client shall pay the Service Provider the Total Contract Amount set forth below in accordance with the Payment Schedule. All fees are stated in U.S. dollars unless otherwise agreed in writing.

2.2 Invoicing. The Service Provider shall submit invoices in sufficient detail to permit the Client to assess the charges. Unless otherwise stated, invoices are payable within the period specified in Payment Due.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon Notice Period: days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

4.1 Definition. "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether oral, written or electronic, 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.

4.2 Obligations. The Receiving Party shall (a) use Confidential Information only for performance under this Agreement, (b) restrict disclosure to employees, agents or contractors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but not less than reasonable care.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates to limit the disclosure.

5. Representations, Warranties and Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. The Service Provider warrants that the Services will be performed in a competent and workmanlike manner. Each party shall indemnify, defend and hold harmless the other from and against claims arising from the indemnifying party's gross negligence or willful misconduct.

6. Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, recognized overnight courier, or certified mail (return receipt requested).

7. Governing Law

This Agreement 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 any dispute arising under this Agreement.

8. Entire Agreement

This Agreement, together with 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 and understandings, both written and oral. Any amendment or modification must be in writing signed by both parties.

9. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain effective. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

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