Business Operations Agreement April 2024

Business Operations Agreement April 2024

This Business Operations Agreement (the Agreement) is entered into as of Day: Month: Year: , by and between:

RECITALS

WHEREAS, Client operates certain business activities and desires to retain the Service Provider to perform specified operational services to improve, manage, or otherwise support those business activities; and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties may attach a statement of work or schedule as an addendum; absent such addendum, the fields below shall control.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the following terms.

Invoices shall be submitted in writing and are due within days of receipt unless otherwise agreed in writing. All payments are payable in lawful currency of the United States unless another currency is specified in writing.

Late payments shall incur a late fee equal to per month on the outstanding balance, or the maximum amount permitted by applicable law, whichever is less. In addition, Client shall reimburse reasonable collection costs, including attorneys' fees, for delinquent accounts.

TERM AND TERMINATION

This Agreement shall commence 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 providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following written notice of the breach; provided that material breaches of payment obligations may be subject to a shorter cure period as set forth elsewhere in this Agreement.

Termination shall not relieve Client of its obligation to pay for services rendered and costs incurred through the effective date of termination. Upon termination, Service Provider shall deliver all work in progress reasonably required by Client and shall be entitled to payment for work completed to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that, under the circumstances of disclosure, would reasonably be considered confidential. Receiving Party shall: (i) use Confidential Information only for the performance of its obligations under this Agreement; (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those herein. Confidential Information does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates with efforts to limit disclosure.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement; provided that the indemnified party gives prompt written notice of any claim and reasonably cooperates in the defense.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The total aggregate liability of either party for any claim arising under or related to this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement during the six (6) months preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation between authorized representatives. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration in the chosen venue, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments or addenda 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, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the party's address set forth above or to such other address as either party may designate by notice to the other in accordance with this Section. Notices shall be deemed given upon personal delivery, one business day after delivery to an overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

ACKNOWLEDGMENT

Each party acknowledges that it has read this Agreement, understands its terms and conditions, and agrees to be bound by them. Each signatory below represents and warrants that they are duly authorized to enter into this Agreement on behalf of the party for which they sign.

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