Business OPDC Document

Business OPDC Document

This Business OPDC Document (the "Agreement") is entered into effective as of by and between Client Name: with principal address at , and Service Provider Name: with principal address at .

RECITALS

WHEREAS, Client desires to engage Provider to perform operational planning, development, and consulting services related to the business operational process and development cycle (collectively, the "Services"); and

WHEREAS, Provider represents that it has the experience, personnel and resources required to perform the Services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance and payment for the Services.

SCOPE OF WORK

Provider shall perform the Services described below in a professional and timely manner consistent with industry standards. The Services shall include, at minimum, the tasks, deliverables, milestones and acceptance criteria described in the space below.

PAYMENT TERMS

Client shall pay Provider the fees for Services as set forth below. All fees are exclusive of applicable taxes unless otherwise stated. Provider shall invoice Client in accordance with the payment schedule and Client shall pay undisputed amounts in accordance with this Section.

Unless otherwise agreed in writing, Client shall pay invoices within days of invoice receipt. Late payments shall accrue interest at the lesser of the maximum lawful rate or % per month, plus any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic 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. The receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully obtained from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of Confidential Information. The obligations under this section shall survive termination of this Agreement for a period of years.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to 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 breach of this Agreement. Except for liability arising from willful misconduct, a party's total aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, or representations, whether written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may specify by written notice. Notices are effective upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

SIGNATURES

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