Business PTT Template

Business PTT Template

This Business Pass-Through Transaction Agreement (the Agreement) is made and entered into as of by and between the parties identified below.

WHEREAS

WHEREAS, Client requires certain pass-through transaction services and advisory support in connection with the identification, facilitation, and execution of specified transactions, and Provider has represented that it possesses the expertise and capacity to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider, including the handling and pass-through of funds, documents, and third-party vendor relationships as contemplated by this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Provider shall perform the services described below. Provider warrants that all work will be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Provider for the services described in the Scope of Work in accordance with the following terms.

Invoices shall be issued in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall remit payment within days of the invoice date.

Client is responsible for all reasonable taxes, duties, and governmental charges imposed on payments hereunder unless expressly stated otherwise in writing.

Term and Termination

This Agreement commences on the Commencement Date and will continue in effect until the Completion Date or earlier termination as provided herein.

Commencement Date:

Completion / End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may also terminate for convenience upon days' prior written notice to the other party.

Confidentiality

Each party (Recipient) shall keep confidential and shall not disclose to any third party any non-public, proprietary, or confidential information of the other party (Discloser) obtained in connection with this Agreement, whether oral or written, including transaction terms, financial data, business plans, customer information, and trade secrets (Confidential Information). Recipient shall use Confidential Information solely for the performance of its obligations under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully in Recipient's possession without restriction prior to receipt from Discloser; (c) is lawfully obtained from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. If Recipient is compelled by law or regulation to disclose Confidential Information, Recipient shall provide prompt written notice to Discloser and shall reasonably cooperate with Discloser to seek a protective order or other appropriate remedy.

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.

Entire Agreement

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

The parties agree that neither may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or to a successor in connection with a merger or sale of substantially all of Provider's assets. The parties shall indemnify and hold each other harmless from third-party claims arising out of their respective breaches of this Agreement or negligence in performing their duties hereunder, subject to any limits of liability agreed in writing.

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