Business QUAL Document

BUSINESS QUAL DOCUMENT

Parties and Recitals

This Business Qualification Agreement (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS, Client seeks to qualify the Service Provider to perform certain business services and to document the terms under which such qualification and related services will be performed; and

WHEREAS, Service Provider represents that it possesses the experience, personnel, and resources to perform the Scope of Work described herein and agrees to be evaluated and engaged subject to the terms of this Agreement.

WHEREAS, the parties intend this Agreement to govern qualification activities, preliminary deliverables, and any subsequent engagement expressly referencing this Agreement.

Contact and Identification

Scope of Work

Service Provider shall perform the qualification services and any preliminary or ancillary work described below. The Scope of Work shall include deliverables, milestones, acceptance criteria, and personnel assignments as appropriate. Any changes to the Scope of Work shall be made in writing and signed by authorized representatives of both parties.

Payment Terms

In consideration for the Services performed under this Agreement, Client shall pay Service Provider in accordance with the fee structure set forth below. Fees are exclusive of applicable taxes unless otherwise stated. Payment shall be made in United States Dollars unless the parties otherwise agree in writing.

Unpaid amounts shall accrue interest at a rate of percent per month (or the maximum lawful rate if less). In addition to interest, Client shall be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon providing days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for services performed and deliverables provided prior to termination.

Confidentiality

Each party (the Receiving Party) may receive Confidential Information from the other party (the Disclosing Party). "Confidential Information" means non-public business, technical, financial, and other information marked or otherwise identified as confidential, and any information that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform obligations hereunder, and (c) not disclose Confidential Information to third parties except to employees, affiliates, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The foregoing obligations shall not apply to information that is (i) publicly known through no fault of the Receiving Party, (ii) rightfully received from a third party without restriction, (iii) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iv) required to be disclosed by law or order of a court or governmental authority, provided the Receiving Party gives prompt notice to the Disclosing Party to allow for appropriate protection.

The parties acknowledge that confidentiality obligations are mutual and binding as of the Effective Date.

Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement, that the execution and performance of this Agreement will not violate any other agreement to which it is a party, and that it will perform its obligations in a professional and workmanlike manner consistent with industry standards.

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 its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the parties may pursue any available legal or equitable remedies in courts of competent jurisdiction in the governing state.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, or for obligations of payment, neither party shall be liable to the other for consequential, incidental, indirect, exemplary, or punitive damages, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. The aggregate liability of each party under this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Entire Agreement

This Agreement, together with any written exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes the assignor's obligations hereunder.

Acknowledgment

The undersigned representatives each certify that they are authorized to enter into this Agreement on behalf of their respective parties and that the representations made herein are true and correct.

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