Business Reason Template

BUSINESS REASON TEMPLATE

This Business Reason Agreement (the Agreement) is entered into as of by and between , a service provider, and , a client. The parties agree as follows.

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional services and possesses skills, personnel, facilities and expertise useful to Client for the purpose of addressing business needs described herein; and

WHEREAS, Client desires to retain Provider to perform the services and deliverables described in this Agreement for the business reason identified as: and further detailed in the Scope of Work below.

WHEREAS, the parties intend for this Agreement to set forth the terms and conditions under which Provider will perform services and Client will compensate Provider.

SCOPE OF WORK

PAYMENT TERMS

Compensation for the services described in the Scope of Work shall be:

If any undisputed amount is not paid within days of the due date, a late fee of per month on the outstanding balance will accrue, or the maximum permitted by applicable law, whichever is less.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the End Date unless terminated earlier in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Termination for cause may occur immediately upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days of receipt of written notice of such breach.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential all non-public information disclosed by the other party (Discloser) and marked or reasonably understood to be confidential (Confidential Information). Recipient shall use Confidential Information solely for the purpose of performing under this Agreement, shall not disclose Confidential Information to third parties except to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and shall take reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that is: (i) publicly available without breach; (ii) known to Recipient prior to disclosure; (iii) independently developed by Recipient without use of Discloser's Confidential Information; or (iv) required to be disclosed by law, provided Recipient gives prompt written notice and cooperates to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral. No amendment or modification will be effective unless in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held unenforceable, the remainder of this Agreement will remain in full force and effect.

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