Business POL Template

BUSINESS POL TEMPLATE

Parties

This Agreement is entered into by and between:

Recitals

WHEREAS, Client requires certain business services related to the procurement, handling, and documentation of proof of loss and related business processes (the Services);

WHEREAS, Service Provider represents that it has the requisite expertise, personnel, and systems to perform the Services in a professional manner and in accordance with applicable law and industry standards;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the Services described above in a timely and workmanlike manner, consistent with prevailing industry standards. Any material change to the Scope of Work must be documented in a written amendment signed by both parties.

Payment Terms

Unless otherwise agreed in writing, Client shall pay undisputed invoices within the period specified in the Payment Schedule. Overdue amounts shall incur a late fee as specified above, and Service Provider may suspend performance after providing written notice and an opportunity to cure where applicable.

Term and Termination

This Agreement commences on / / and continues 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 set forth above after receiving written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information with the same standard of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.

The obligations in this section do not apply to information that (i) is or becomes generally available to the public other than through breach of this Agreement; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed without use of Confidential Information.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to negotiate in good faith to resolve any dispute arising under this Agreement, and, if unresolved, to submit the dispute to binding arbitration in the chosen jurisdiction unless a party seeks injunctive relief in a court of competent jurisdiction.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performance of its obligations under this Agreement. Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality, neither party shall be liable to the other for consequential, incidental, or punitive damages, and aggregate liability shall be limited to the total fees paid under this Agreement in the twelve months preceding the claim.

Entire Agreement

This Agreement, together with any exhibits or written amendments executed by both parties, 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 shall be effective unless executed in writing by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notices shall be deemed delivered upon personal delivery, three days after deposit in the U.S. mail, or one day after deposit with a nationally recognized overnight courier.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

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