Business Omni Template

BUSINESS OMNI TEMPLATE

This Business Omni Template Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal place of business at , and Client Name: with principal place of business at .

RECITALS (WHEREAS)

WHEREAS, Service Provider represents that it has the experience, personnel and capability to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the full understanding and agreement between them concerning the subject matter hereof.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. Service Provider shall provide personnel, equipment and materials necessary to complete the work unless expressly stated otherwise.

PAYMENT TERMS

Client shall pay Service Provider for the services described above in accordance with the amounts and schedule set forth below. All fees are payable in U.S. dollars and are exclusive of taxes unless otherwise stated.

Any amounts not paid when due shall accrue interest at the lesser of (a) a rate of per month, or (b) the maximum rate permitted by law. In addition, a late fee of may be charged for each payment that remains overdue beyond five (5) days.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately upon written notice in the event of a material breach by the other party that is not cured within thirty (30) days following written notice of such breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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. Confidential Information does not include information that: (a) is or becomes generally known to the public through no act or omission of the recipient; (b) was lawfully in the recipient's possession prior to receipt from the disclosing party; (c) is received by the recipient from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the recipient without use of or reference to the disclosing party's Confidential Information.

The recipient shall (i) hold Confidential Information in strict confidence and take reasonable measures to prevent disclosure, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) disclose Confidential Information only to employees, agents or subcontractors with a need to know who are bound by obligations of confidentiality at least as protective as those contained herein. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to rules governing choice of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action or proceeding arising out of or relating to this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or SOWs incorporated herein, 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.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its negligent acts, omissions or willful misconduct in connection with the performance of this Agreement, subject to the indemnifying party's right to control the defense and settlement of such claims.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or infringement of third-party intellectual property rights, neither party shall be liable to the other for special, incidental, consequential or punitive damages, and each party's aggregate liability shall be limited to the total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

SIGNATURES

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