Business Operations OC Template

Business Operations OC Template

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). Client Address: Provider Address:

WHEREAS

WHEREAS, Client is engaged in the business of operating and managing corporate operations and desires to procure certain operational services to support business continuity, process enhancement, and day-to-day operations; and

WHEREAS, Provider has demonstrated expertise and capacity to perform the operations management, process support, and other services described below and agrees to perform such services for Client in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing the engagement, compensation, confidentiality, and other binding obligations of each party.

SCOPE OF WORK

The Provider shall perform the services described in the Scope of Work with professional skill, care, and diligence consistent with industry standards. Provider shall provide personnel, equipment, and supervision necessary to perform the services, unless otherwise specified in writing. Any material change in scope that results in additional compensation or changed schedule must be agreed in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Payments not received when due shall bear interest at the lesser of 1.5% per month or the maximum lawful rate, together with all reasonable collection costs and attorneys' fees.

All fees are exclusive of taxes. Each party is responsible for taxes imposed on its income. Client shall be responsible for any sales, use, value-added, or other similar taxes imposed in connection with payments under this Agreement, except taxes based on Provider's net income.

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 upon written notice if the other party breaches any material obligation hereunder and fails to cure such breach within the notice period specified above. Either party may also terminate immediately upon insolvency, bankruptcy filing, or appointment of a receiver for the other party. Termination shall not relieve Client of its obligation to pay for services performed and costs reasonably incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public business, technical, financial, operational, and other information disclosed by a disclosing party to the receiving party, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (i) hold Confidential Information in confidence and use at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents, or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party; (b) can be shown by written records to have been in the receiving party's possession prior to disclosure by the disclosing party; or (c) is rightfully obtained by the receiving party from a third party without restriction.

INDEMNIFICATION

Each party (the Indemnitor) shall indemnify, defend, and hold harmless the other party (the Indemnitee) from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from the Indemnitor's gross negligence, willful misconduct, or material breach of this Agreement. The Indemnitee shall promptly notify the Indemnitor of any claim and permit the Indemnitor to control the defense and settlement of such claim, provided that the Indemnitor shall not settle any claim that imposes obligations or admissions on the Indemnitee without the Indemnitee's prior written consent.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties shall first attempt in good faith to resolve disputes through negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered in accordance with the arbitration rules selected by mutual agreement and held in the county where Client's principal place of business is located, unless otherwise agreed.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any written change orders executed by authorized representatives of both parties, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, quotations, and communications, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Failure to enforce any provision shall not constitute waiver of that provision or any other provision.

Corporation LLC Sole Proprietor Other

Corporation LLC Sole Proprietor Other

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