Business Partner Expectations

Business Partner Expectations

This Business Partner Expectations Agreement (the Agreement) is entered into as of by and between:

Party A Name:    Principal Address:

Party B Name:    Principal Address:

WHEREAS

WHEREAS, Party A and Party B desire to establish mutual expectations and procedures governing their collaboration to ensure timely delivery of services, alignment of responsibilities, and protection of confidential information;

WHEREAS, Party A will perform the work described in this Agreement in reliance on Party B's representations regarding scope, schedule, and payment, and Party B requires assurance of professional standards and performance metrics; and

WHEREAS, the parties intend that these Expectations serve as a binding statement of responsibilities and remedies to govern their relationship during the Term defined below.

Scope of Work

Obligations and Standards

Each party shall perform its obligations with commercially reasonable skill and care and in accordance with the schedule set forth in the Scope of Work. Party A will provide regular status reports at intervals agreed by the parties; Party B will provide timely access to information, approvals, and resources necessary for performance. Failure to meet mutually agreed milestones shall create an obligation to cure within the notice period specified in Term and Termination.

Payment Terms

All amounts are payable in United States dollars unless otherwise agreed in writing. Unless otherwise specified, amounts unpaid after the due date will accrue interest at the rate specified in Late Payment Fee and may be subject to collection costs, including reasonable attorneys' fees. The parties may set off mutually owed amounts only by written agreement.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure the breach within the notice period above. Either party may also terminate for convenience upon prior written notice equal to the notice period, provided that obligations accrued prior to termination remain payable and deliverables in progress will be addressed according to the parties' written directions.

Confidentiality

Each party (Recipient) shall treat as Confidential Information all non-public information disclosed by the other party (Discloser) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose it to any third party except to affiliates, employees or contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein. Confidential Information does not include information that is (a) or becomes publicly available through no fault of Recipient, (b) already lawfully known by Recipient without restriction at the time of disclosure, (c) independently developed by Recipient without use of Discloser's Confidential Information, or (d) required to be disclosed by law or valid order of a court or governmental authority, provided Recipient gives Discloser prompt written notice and cooperates in any protective action.

The obligations in this Confidentiality section shall survive termination of the Agreement for a period of three (3) years except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the state specified above without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

Entire Agreement; Miscellaneous

This Agreement, together with any written attachments or exhibits specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to a successor by way of merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

If either party seeks injunctive or other equitable relief to prevent or remedy a breach of confidentiality or other irreparable harm, the non-breaching party shall be entitled to such relief in addition to any other available remedies.

By signing below, the parties acknowledge that they have read, understood, and agree to be bound by the terms and expectations set forth in this Agreement.

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