Business OPI Document

Business OPI Document

This Business OPI Document (the "Agreement") is entered into as of by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider"). Each of Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client seeks certain operational process information ("OPI") and related advisory, documentation and deliverables in connection with Client's business operations, and Provider possesses the professional experience and capability to provide such services under the terms set forth herein;

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the scope of services, compensation, confidentiality, term, and other matters in this Agreement.

1. SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below (collectively, the "Services"). Provider shall exercise commercially reasonable skill and care in performing the Services in accordance with customary industry standards.

2. PAYMENT TERMS

Client shall pay Provider for the Services in accordance with the terms set forth below. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Unless otherwise set forth in the payment schedule, invoices are due and payable within days of invoice date. Provider may suspend Services for nonpayment after providing written notice and a reasonable cure period as described in Section 4.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and shall continue until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

Either Party may terminate this Agreement for material breach that remains uncured for a period of days after written notice specifying the breach. Termination shall not relieve Client of obligations to pay for Services rendered and expenses incurred prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other, whether oral, written, electronic, or tangible, 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. Confidential Information includes, without limitation, business plans, operational procedures, financial information, trade secrets, and OPI.

The receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the receiving Party; (ii) was known to the receiving Party prior to disclosure; (iii) was rightfully received from a third party without restriction; or (iv) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information. The receiving Party may disclose Confidential Information to its employees and contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

5. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for purposes of any action arising out of or relating to this Agreement.

6. ENTIRE AGREEMENT

This Agreement, including any attached exhibits and accepted statements of work, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

7. ADDITIONAL PROVISIONS

Representations and Warranties: Each Party represents that it has the full corporate power and authority to enter into and perform this Agreement. Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against claims, liabilities, losses and expenses arising from its breach of this Agreement, negligence or willful misconduct, subject to any limitations of liability set forth in a separately executed agreement between the Parties.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice.

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