Business Protocol Template

BUSINESS PROTOCOL TEMPLATE

This Business Protocol Template (this "Agreement") is entered into effective as of by and between Company Name: (the "Company") and Service Provider Name: (the "Service Provider"). Collectively the Company and the Service Provider are referred to as the "Parties."

WHEREAS

WHEREAS, the Company requires certain services and operational protocols to be performed in accordance with the standards and schedules set forth herein; and

WHEREAS, the Service Provider possesses the expertise, personnel, and resources necessary to perform such services and agrees to observe the Company protocols, confidentiality obligations, and reporting requirements described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. SCOPE OF WORK

1.2 Standards: The Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards and in accordance with the protocols and deliverables described above. The Service Provider shall maintain records of all activities and provide the Company with status reports as follows:

2. PAYMENT TERMS

2.3 Invoicing and Payment: The Service Provider shall submit invoices in accordance with the payment schedule. Unless otherwise agreed, Company shall pay valid invoices within days of receipt. Disputed amounts shall be notified to the Service Provider within ten (10) days and the undisputed portion shall be paid according to the foregoing.

2.4 Late Payment: Past due amounts shall accrue interest at and the Service Provider may suspend performance after fifteen (15) days' written notice if payment is not made.

3. TERM AND TERMINATION

3.1 Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 3.2.

3.2 Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing the other Party with no less than days' prior written notice.

3.3 Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

4.1 Confidential Information: "Confidential Information" means all non-public information disclosed by one Party to the other, whether disclosed orally, visually, in writing, or by electronic means, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through breach of this Agreement; (b) was lawfully in the receiving Party's possession prior to receipt from the disclosing Party; or (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

4.2 Non-Disclosure: The receiving Party shall (i) use the Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) exercise at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

4.3 Compelled Disclosure: If a receiving Party is compelled by law or valid legal process to disclose Confidential Information, the receiving Party shall provide prompt written notice to the disclosing Party to allow the disclosing Party to seek a protective order or other appropriate remedy. The receiving Party shall only disclose the portion of Confidential Information that is legally required and will use reasonable efforts to obtain confidential treatment.

4.4 Duration: The confidentiality obligations in this Section shall survive termination or expiration of this Agreement for a period of with respect to Confidential Information, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

5. REPRESENTATIONS, WARRANTIES, AND INDEMNITY

5.1 Mutual Representations: Each Party represents that it has the full power and authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any other agreement or legal obligation.

5.2 Service Provider Warranty: The Service Provider warrants that services will be performed in accordance with the Scope of Work and with materially accepted industry standards. The Service Provider shall, at its expense, re-perform any services that materially fail to meet this warranty when notified by the Company within thirty (30) days after delivery.

5.3 Indemnity: Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, gross negligence, or willful misconduct.

6. INSURANCE AND COMPLIANCE

6.1 Insurance: The Service Provider shall maintain, at its own expense, insurance coverage appropriate to the services performed (including commercial general liability and, where applicable, professional liability and workers' compensation) with limits reasonably acceptable to the Company and shall provide certificates of insurance upon request.

6.2 Compliance with Laws: Each Party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement and shall obtain and maintain all permits, licenses and approvals required to perform its obligations.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1 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.

7.2 Dispute Resolution: The Parties shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, either Party may seek any available equitable relief or pursue binding arbitration only if both Parties agree in writing; otherwise, disputes may be resolved in the state or federal courts located in the jurisdiction of the governing law clause.

8. MISCELLANEOUS

8.1 Independent Contractor: The Service Provider is an independent contractor. Nothing in this Agreement shall create an employer-employee, joint venture, partnership or agency relationship between the Parties.

8.2 Assignment: Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that the Company may assign to an affiliate or successor without consent.

8.3 Notices: Notices under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either Party may designate in writing.

9. ENTIRE AGREEMENT

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

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

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