Business Request Template

BUSINESS REQUEST TEMPLATE

Request Identification

Request Date:   Priority: Standard Expedited

Parties

Requestor Name:   Company:

Provider Name:   Company:

Recitals

WHEREAS, Requestor Name: seeks to obtain certain goods and/or services described below; and

WHEREAS, Provider Name: represents that it has the experience, personnel, and resources necessary to provide such goods and/or services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms under which Provider will perform the requested work and Requestor will compensate Provider.

Scope of Work

Provider shall perform the work described below in a professional and timely manner in accordance with industry standards. All deliverables shall conform to the specifications and acceptance criteria set forth by Requestor.

Payment Terms

Total Compensation:   Currency:

Invoices shall be submitted to Requestor and are due within days of receipt unless otherwise agreed in writing. Late payments shall incur a late fee of % per month or a flat fee of , whichever is greater.

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 convenience upon providing days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, 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. Each receiving party shall: (a) use Confidential Information solely to perform under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information as required by law or court order, provided it gives prompt written notice to the disclosing party to allow the disclosing party to seek protective relief.

Representations; Warranties; Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be performed in a professional manner consistent with prevailing industry standards. Provider shall indemnify, defend and hold harmless Requestor from and against any third-party claims arising from Provider's negligence or willful misconduct in performing the services.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to rules governing choice of law.

Entire Agreement; Amendments

This Agreement, including any attachments and statements of work incorporated by reference, 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 written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Additional Provisions

The parties agree to cooperate in good faith to effectuate the intent of this Agreement, provide reasonable access to personnel and documentation, and resolve disputes promptly and professionally.

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