Business OI Packet

Business OI Packet

Parties and Contact Information

Service Provider Information

Recitals

WHEREAS, Client Name: operates a business requiring operational information and onboarding arrangement with Provider Name: ; and

WHEREAS, Provider represents that it has the experience, capacity, and personnel to provide the services and to collect and maintain the operational information necessary for Client's business operations under the terms set forth in this packet; and

WHEREAS, the parties wish to set forth their mutual agreements with respect to scope, payment, confidentiality, term, and governing law as contained herein.

Scope of Work

Provider will perform the services described below and provide, collect, and maintain the required operational information to support Client's business activities. Detailed specifications, deliverables, and milestones are described in the field below and in any attachments incorporated by reference.

Payment Terms

Client shall pay Provider for services rendered in accordance with the schedule and amounts set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Unless otherwise stated, payments are due within the payment terms set forth on each invoice. Any dispute concerning an invoice must be submitted in writing within fifteen (15) days of receipt; undisputed amounts remain payable when due. Provider may suspend performance if invoiced amounts remain unpaid after the applicable cure period specified in this packet.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches this Agreement and such breach remains uncured for thirty (30) days after written notice specifying the breach.

Confidentiality

For the purposes of this Agreement, Confidential Information means all non-public, business, technical or financial information disclosed by either party to the other, whether in writing, orally, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Provider agrees to (a) use Confidential Information solely to perform obligations under this Agreement, (b) restrict disclosure to those employees, agents and subcontractors who have a need to know and who are bound to maintain confidentiality at least as protective as this Agreement, and (c) implement commercially reasonable safeguards 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 other than by breach of this Agreement; (ii) was in the receiving party's possession prior to receipt from the disclosing party without restriction; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or written request, the receiving party will return or destroy the disclosing party's Confidential Information as directed.

Representations and Compliance

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Each party will comply with all applicable laws and regulations in the performance of its obligations. Client warrants that the operational information provided to Provider is accurate to the best of Client's knowledge and that Client has the authority to share such information with Provider for permitted business uses described in this Agreement.

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 attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives of the parties. If the dispute is not resolved through negotiation within sixty (60) days, either party may pursue any remedies available at law or in equity in courts of competent jurisdiction located in the foregoing state.

Entire Agreement

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning such subject matter. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Additional Administrative Information

Certifications

By signing below, each party certifies and warrants that the information provided in this Business OI Packet is true, complete, and accurate to the best of its knowledge and that the signatory is authorized to bind the party to the terms of this Agreement.

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