Business POI Template

BUSINESS PROVISION OF INFORMATION AGREEMENT (POI)

This Business Provision of Information Agreement (the Agreement) is made as of by and between:

RECITALS

WHEREAS, Provider possesses certain business information, materials and data, including but not limited to customer lists, pricing models, technical specifications, financial projections and proprietary methodologies (collectively, the Information), which Provider is willing to disclose to Recipient for the limited purpose described below; and

WHEREAS, Recipient desires to receive and use the Information for legitimate business evaluation, planning and transactional purposes as set forth in this Agreement and agrees to protect and restrict the use of such Information as described herein; and

WHEREAS, the parties intend that the disclosure, use and protection of the Information be governed by the terms and conditions contained in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

As consideration for Provider furnishing the Information and any ancillary services, Recipient shall pay Provider in accordance with the terms below.

All payments shall be made in lawful currency of the United States unless otherwise agreed in writing. Recipient is responsible for all taxes, fees, and charges related to payments under this Agreement, excluding taxes based on Provider's net income.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following receipt of written notice. Provider may terminate immediately if Recipient uses the Information beyond the scope set forth in this Agreement.

CONFIDENTIALITY

Recipient acknowledges that the Information constitutes Confidential Information of Provider. Recipient shall:

1. Use the Information solely for the permitted purposes set forth in this Agreement;
2. Limit disclosure of the Information to employees, agents or consultants with a need to know and who are bound by confidentiality obligations no less restrictive than those herein;
3. Protect the Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
4. Not copy, reproduce or distribute the Information except as expressly permitted by Provider in writing.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by Recipient; (b) was lawfully in Recipient’s possession prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by Recipient without use of or reference to the Information. In the event of lawful compulsion to disclose Information, Recipient shall provide prompt notice to Provider and cooperate to obtain confidential treatment.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the full right and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants only that it has the right to disclose the Information; Provider makes no other warranties, express or implied, including any warranty of accuracy, completeness or fitness for a particular purpose.

Recipient shall indemnify, defend and hold Provider harmless from and against any third-party claims, liabilities, losses or expenses arising from Recipient’s unauthorized use or disclosure of the Information or breach of this Agreement, except to the extent caused by Provider’s gross negligence or willful misconduct.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests and other communications shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision.

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