Business Operations POG Master

Business Operations POG Master

This Business Operations POG Master Agreement ("Agreement") is made and entered into as of Effective Date: by and between:

Client Name: and Operator Name:

WHEREAS

WHEREAS, Client operates business locations and requires certain planogram, placement, operational support and related services described herein (the "Services"); and

WHEREAS, Operator has the expertise, personnel and resources to provide the Services and agrees to perform pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the Parties' respective rights and obligations in a master agreement governing the provision of Services on a location-by-location or project basis under statements of work or work orders executed hereunder.

Scope of Work

Operator shall provide the Services as specified in individual Project Orders or Statements of Work issued under this Agreement. Each Project Order shall identify the specific deliverables, schedule, personnel, and any location-specific requirements. Operator shall perform Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Operator for Services in accordance with the amounts and schedule set forth in each Project Order. Unless otherwise stated in a Project Order, the following master payment terms apply.

Invoices shall be submitted to Client and are payable within days of receipt unless otherwise agreed in a Project Order. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall reimburse Operator for reasonable collection costs.

Term and Termination

Term: 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 written notice delivered not less than days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination of this Agreement shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

Each party (the "Recipient") shall hold in strict confidence and shall not disclose or use any Confidential Information of the other party (the "Discloser") except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public business, technical, pricing, product, customer, planogram designs, layouts, and operational data disclosed by Discloser to Recipient, whether oral, written or electronic.

Recipient shall take reasonable measures to protect Confidential Information, at least as protective as those used to protect its own confidential materials. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in Recipient's possession prior to disclosure; (c) is rightfully received by Recipient from a third party without restriction; or (d) is independently developed by Recipient without reference to Discloser's Confidential Information.

Recipient may disclose Confidential Information to its affiliates and contractors who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Exclusive venue for disputes arising out of or related to this Agreement shall be the state or federal courts located in that state, unless the parties agree otherwise in writing.

Independent Contractor; Insurance

Operator is an independent contractor and not an employee, partner, or agent of Client. Operator shall maintain commercial general liability and workers' compensation insurance as required by applicable law and consistent with industry standards and shall provide certificates of insurance upon request.

Entire Agreement

This Agreement, together with any Project Orders and attachments 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, and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Remedies: The rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity.

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