Business Operations BOOMS Form

Business Operations BOOMS Form

Parties and Identifying Information

Client Name:    Service Provider:

BOOMS Form ID:    Effective Date:

Recitals

WHEREAS, Client Name: operates a business and requires an operational review and implementation plan for business operations, organization, management, and security (collectively, the Services); and

WHEREAS, Service Provider: has the expertise to perform and deliver the Services described herein and agrees to perform such Services under the terms and conditions of this BOOMS Form; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Deliverable Acceptance Criteria:

Payment Terms

Total Contract Amount: $

Invoices to be submitted to:

Late Payment Fee: per month or a flat fee of $, whichever is greater. Interest will accrue from the invoice due date until paid.

Term and Termination

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Termination for material breach may be immediate if the breaching party fails to cure within a commercially reasonable cure period not to exceed days after written notice.

Confidentiality

Each party shall maintain the confidentiality of Confidential Information disclosed by the other party and shall not disclose, use or permit the use of such Confidential Information except as necessary to perform its obligations under this Agreement. "Confidential Information" includes business plans, financial information, customer lists, technical data, trade secrets, and any non-public information clearly designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The obligations in this clause do not apply to information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was rightfully received by the recipient from a third party without breach of any obligation of confidentiality, (c) is independently developed by the recipient without use of the discloser's Confidential Information, or (d) is required to be disclosed by law, provided the recipient gives prompt written notice and assistance to permit the discloser to seek protective measures.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

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 conflicts of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the county where the Client's principal place of business is located, unless the parties agree otherwise in writing.

Entire Agreement; Amendments

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

Compliance and Certifications

Each party certifies that it is in compliance with applicable laws and regulations material to the performance of this Agreement and that no undisclosed circumstance exists that would prevent it from fully performing its obligations. The Service Provider further certifies that it maintains reasonable physical, technical, and administrative safeguards appropriate to the sensitivity of Confidential Information it receives.

Miscellaneous Provisions

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above. Neither party may assign or transfer this Agreement without the prior written consent of the other, except that either party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

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