Business Promise Portal

BUSINESS PROMISE PORTAL AGREEMENT

Effective Date:   Business Name:   Client Name:

RECITALS

WHEREAS, Business Name: operates and maintains the Business Promise Portal, a platform by which commitments, deliverables and business undertakings are recorded, tracked and managed; and

WHEREAS, Client Name: desires to enlist Business Name to record and administer specified promises, deliverables and related records through the Business Promise Portal on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the Business Promise Portal serve as the authoritative record for specified commitments between the parties as described herein.

SCOPE OF WORK

The Provider shall use commercially reasonable efforts to make the portal available and to maintain records of promises and related statuses. Provider obligations include initial configuration, user account setup for Client-designated users, and reasonable technical support as described in the Scope of Work. Client obligations include timely submission of required information, designation of authorized users, and adherence to the Portal's acceptable use rules as set forth in this Agreement.

PAYMENT TERMS

Any undisputed amount not paid when due shall accrue a late fee of or interest at a rate of , whichever is greater, calculated from the original due date until paid in full. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees, for amounts not paid when due.

TERM AND TERMINATION

This Agreement commences on and continues until (the "Term"), unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least prior to the effective date of termination. Written notice shall be delivered via email or certified mail to the address set forth in this Agreement and shall be effective upon receipt.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by either party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information of the other party only to exercise its rights and perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those of its employees, agents, or subcontractors who need to know the information and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law. The obligations in this Section do not apply to information that (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) was already in the receiving party's possession without confidentiality obligations; or (iv) is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY; DATA

Provider retains all right, title and interest in and to the Business Promise Portal, including all software, improvements and intellectual property rights. Client retains ownership of Client-submitted data. Provider is granted a limited, non-exclusive license to use Client data solely to provide the services contemplated by this Agreement. Provider will implement reasonable administrative, technical and physical safeguards to protect Client data from unauthorized access.

GOVERNING LAW; DISPUTE RESOLUTION

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 agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in the county where Provider's principal place of business is located, unless the parties mutually agree otherwise in writing.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, reorganization or sale of substantially all of its assets, provided that the assignee assumes Provider's obligations hereunder.

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party's obligation to mitigate damages and provide prompt written notice of any claim.

NOTICES

Sign Now