Business OPA Template

Business OPA Template

This Operational/Professional Agreement (the "Agreement") is made effective as of between the parties set forth below.

Parties

Recitals

WHEREAS, Party A desires to retain Party B to perform certain operational, advisory, or professional services as described herein; and

WHEREAS, Party B represents that it has the requisite experience, personnel, and resources to perform the services in a professional manner consistent with industry standards.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Party B will perform the services and deliverables described below in accordance with the standards and schedule agreed by the parties. The Scope of Work shall include all tasks, milestones, deliverables, and acceptance criteria.

Payment Terms

In consideration of the services provided by Party B, Party A shall pay Party B the sums set forth below in accordance with the schedule and invoicing procedures.

Invoices shall be submitted to Party A in writing and are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law), calculated daily from the due date until paid.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of 15 days after written notice of such breach, or immediately for insolvency, bankruptcy, or appointment of a receiver.

Confidentiality

"Confidential Information" means all non-public, proprietary, or business information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, visually, or in writing, 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.

The Receiving Party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall implement reasonable administrative, physical and technical safeguards to protect Confidential Information.

Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party; (ii) was known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (iii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to 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 that it has done so, except to the extent that retention is required by law, regulatory obligation, or for back-up purposes under reasonable retention policies.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of years, or longer to the extent required for trade secrets or as otherwise mandated by law.

Relationship; Intellectual Property; Indemnity

The parties acknowledge and agree that Party B performs services hereunder as an independent contractor and nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency. Party B shall be solely responsible for all employment-related taxes and obligations for its personnel.

Unless otherwise agreed in writing, Party B shall retain ownership of pre-existing intellectual property and tools, and Party A shall receive a non-exclusive, non-transferable license to use deliverables for its internal business purposes. The parties may specify any assignment of new intellectual property in an addendum to this Agreement.

Each party shall indemnify, defend and hold harmless the other party against third-party claims arising from its breach of this Agreement, negligence, willful misconduct, or violation of law, subject to limits and allocation of liability as may be set forth in a written amendment.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If unresolved, disputes shall be resolved by binding arbitration or litigation as selected by the parties in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits and signed addenda, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the address set forth for each party above or to such other address as a party designates in writing. Notice is effective upon personal delivery, or three business days after deposit with a nationally recognized overnight courier.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and performance of this Agreement will not violate any other agreement to which it is a party, and that its performance shall be performed in a professional and workmanlike manner consistent with industry standards.

Administrative

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