Business OCT Template

BUSINESS OCT TEMPLATE

Recitals

WHEREAS, Provider is engaged in the business of providing products, services and operational consulting and has the experience and capability to perform the services described in this Agreement; and

WHEREAS, Client desires to obtain from Provider certain operational, consulting and transactional services in connection with Client's business objectives and Provider is willing to provide such services under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, Provider and Client agree as follows.

Agreement Date and Parties

Effective Date: .

Provider Name:   Client Name:

Scope of Work

Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with applicable industry standards. Provider will (i) perform the tasks described, (ii) coordinate with Client representatives, and (iii) prepare such reports and deliverables as set forth in this Section.

Payment Terms

In consideration for the services rendered, Client shall pay Provider as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment.

Term and Termination

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

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Provider may suspend performance if Client fails to make timely payments.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party that is marked confidential or, by its nature, should be treated as confidential.

Obligations: Recipient shall (i) use Confidential Information solely to perform under this Agreement, (ii) restrict disclosure to employees and contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein, and (iii) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available through no breach by Recipient, (b) was known to Recipient prior to disclosure as evidenced by written records, (c) is rightfully received from a third party without restriction, or (d) is independently developed by Recipient without use of Confidential Information.

Remedies: The parties agree that monetary damages may be inadequate and that injunctive relief may be sought to prevent breaches of this Section, in addition to any other remedies available at law or equity.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party's aggregate liability for claims arising out of this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice.

Governing Law; Dispute Resolution

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 shall first attempt in good faith to resolve any dispute through negotiation between senior representatives; if unresolved within 30 days, the parties may pursue any remedy available at law or in equity in the courts located in the chosen jurisdiction.

Entire Agreement; Amendment

This Agreement, including any attachments and incorporated schedules, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification to this Agreement must be in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor in interest to substantially all of its business by sale, merger or consolidation.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now