Business Reposit Template

BUSINESS REPOSIT TEMPLATE

This Business Reposit Agreement ("Agreement") is entered into on Date: by and between Client Name: and Repositor Name: .

RECITALS

WHEREAS, Client owns or controls certain business assets, accounts, inventory, or intangible property described below that Client desires to make available to Repositor as collateral or for safekeeping pursuant to the terms of this Agreement;

WHEREAS, Repositor has the facilities, systems, and expertise to receive, store, manage, or otherwise hold the described assets on behalf of Client and to provide related services in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the receipt, custody, handling, payment, and return or disposition of the subject assets.

1. DESCRIPTION OF REPOSIT ASSETS

2. SCOPE OF WORK

Repositor will accept custody of the assets described above and will perform the services set forth in this Agreement, which may include receipt, inventorying, secure storage, maintenance, recordkeeping, insurance coordination, and return or disposition pursuant to Client's written instructions and applicable law. Repositor shall exercise commercially reasonable care in performing such duties and shall maintain records of all receipts and deliveries.

3. PAYMENT TERMS

In consideration for the services described herein, Client shall pay Repositor the fees and charges set forth below. Fees are non-refundable except as expressly provided in this Agreement.

4. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

5. CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is marked or identified as confidential or that by its nature should reasonably be considered confidential, including customer lists, pricing, business plans, processes, financial data, software, and trade secrets.

The recipient of Confidential Information shall: (a) hold such information in strict confidence and use at least the same degree of care as it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not use Confidential Information except as necessary to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the recipient, or that is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.

6. INSURANCE AND RISK ALLOCATION

Repositor shall maintain commercially reasonable insurance covering loss or damage to the reposited assets while in its custody. Except to the extent of gross negligence or willful misconduct by Repositor, Client bears the risk of loss for assets reposited hereunder. The parties may specify additional insurance or security requirements in writing and attached to this Agreement as an addendum.

7. INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) resulting from the indemnifying party's negligent acts, willful misconduct, or breach of this Agreement.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising under this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written schedules and attachments expressly incorporated herein, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. NOTICES

Notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail, return receipt requested, or by nationally recognized overnight courier to the parties at the addresses set forth below or to such other address as either party may specify in a written notice to the other.

11. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. Neither party may assign this Agreement without the prior written consent of the other, except that Repositor may assign to a successor by merger or sale of substantially all its assets.

Sign Now