Business RAS Template

Business RAS Template

This General Business Agreement ("Agreement") is entered into as of by and between ("Client") and ("Service Provider"). Each of Client and Service Provider may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client seeks specialized advisory and related services described herein to support Client's business operations and regulatory, advisory, or strategic needs; and

WHEREAS, Service Provider has the experience, personnel, and capabilities to provide the requested services and is willing to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the engagement and the delivery of the services.

1. Scope of Work

1.1 Services. Service Provider shall perform the services described below in a professional manner consistent with industry standards. Deliverables, milestones, and specific tasks shall be as set forth in the Scope of Work.

2. Payment Terms

2.1 Fees. In consideration for the Services, Client shall pay Service Provider the fees set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing. Client shall also reimburse agreed preapproved expenses.

2.2 Invoicing and Payment. Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise stated, invoices are due within thirty (30) days of invoice date. All undisputed invoices not paid when due shall accrue interest at the rate specified above and Service Provider may suspend performance if payment is materially overdue after written notice.

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 this Section.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within fourteen (14) days after written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

3.3 Effect of Termination. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred up to the effective date of termination. Sections concerning confidentiality, indemnity, limitation of liability, payment of accrued fees, and governing law shall survive termination.

4. Confidentiality

4.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. Recipient shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

4.3 Exceptions. Confidential Information does not include information that is (a) publicly known through no breach by Recipient; (b) known by Recipient prior to disclosure; (c) rightfully obtained from a third party without restriction; or (d) independently developed without use of Confidential Information.

4.4 Remedies. The Parties agree that monetary damages may be inadequate to remedy a breach of confidentiality and that injunctive relief and specific performance are appropriate remedies in addition to any other available remedies.

5. Governing Law; Venue

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. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the chosen state, and each Party hereby submits to the personal jurisdiction of such courts.

6. Entire Agreement; Amendments

This Agreement, including all attachments and any scope documents executed by the 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 oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

7. Miscellaneous

7.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

7.2 Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties.

7.3 Representations. Each Party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses provided above, or to such other address as a Party may designate by notice in accordance with this Section.

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