Business OFP Document

Business OFP Document

This Business OFP Document (the Agreement) is entered into effective as of Effective Date: by and between Client Name: (Client), located at , and Service Provider Name: (Service Provider), located at .

RECITALS

WHEREAS, Client desires to obtain certain financial planning, operational forecasting and performance (OFP) services necessary to support Client's business objectives, including but not limited to forecasting, scenario analysis, and reporting; and

WHEREAS, Service Provider represents that it has the experience, personnel and systems necessary to perform such services and is willing to provide such services to Client subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided by Service Provider.

PARTY CONTACTS & ENTITY TYPES

Client Entity Type:

Service Provider Entity Type:

SCOPE OF WORK

Service Provider shall provide the services described below and such related services as the parties may agree in writing. Deliverables shall be provided in the form and according to the schedule set forth in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services and Deliverables. All fees are payable in U.S. dollars unless otherwise agreed in writing.

All invoices shall be due within the period stated in the payment schedule following invoice receipt. Client shall be responsible for any applicable sales, use or other taxes (excluding taxes on Service Provider's income). Reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with the Services shall be reimbursed by Client upon presentation of receipts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon Notice Period (days): days' prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

Upon termination for any reason, Service Provider shall deliver to Client all work in progress and completed Deliverables for which Client has paid and Client shall pay for Services performed through the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) acknowledges that during the term of this Agreement it will receive or have access to certain confidential, proprietary or trade secret information of the other party (the Disclosing Party). Confidential Information includes non-public financial information, planning models, assumptions, methodologies, data, client lists and other information that by its nature would reasonably be considered confidential.

The Receiving Party agrees (a) to hold Confidential Information in strict confidence and not to disclose it to any third party except as expressly permitted herein, (b) to use Confidential Information solely for the purpose of performing this Agreement, and (c) to take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) is rightfully received from a third party without obligation of confidentiality, or (iii) is independently developed without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's option, promptly return or destroy all materials containing Confidential Information and certify in writing the return or destruction.

INDEMNIFICATION & INSURANCE

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of a breach of this Agreement or the gross negligence or willful misconduct of the indemnifying party. Service Provider shall maintain commercially reasonable levels of professional liability and other insurance appropriate to the services provided.

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement 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. Any modification or amendment of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

No waiver of any breach of this Agreement shall constitute a waiver of any other or subsequent breach. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger or sale of substantially all of its assets.

SIGNATURES

Sign Now