Business Resource Agreement

BUSINESS RESOURCE AGREEMENT

Client Name:    Provider Name:

Effective Date:

RECITALS

WHEREAS, Provider is engaged in the business of supplying personnel, technical expertise, equipment, or other business resources and has the experience, personnel and capability to perform the services described in this Agreement; and

WHEREAS, Client desires to obtain certain business resources from Provider on the terms and conditions set forth in this Agreement, and Provider is willing to provide such resources subject to those terms; and

WHEREAS, the parties intend to define their respective rights and obligations as to scope, payment, confidentiality, term and termination, and other matters in this Agreement.

SCOPE OF WORK

Provider shall furnish the resources, personnel, equipment and/or services described below. Provider shall perform such work in a professional manner consistent with industry standards.

PAYMENT TERMS

Compensation for Provider's performance shall be as set forth below. Client shall pay Provider in the amounts and on the schedule agreed.

All amounts payable under this Agreement are exclusive of taxes. Client shall be responsible for any sales, use, value-added, or other taxes imposed on the services, unless Client provides Provider with appropriate exemption documentation prior to invoicing.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Section, expires on .

Either party may terminate this Agreement without cause by providing the other party with days' prior written notice.

Either party may terminate for material breach if such breach remains uncured after days' written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for services performed prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, pricing, proposals, technical information, and customer data.

Each party shall protect Confidential Information of the other party with the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Recipient may disclose Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Upon expiration or termination of this Agreement, or upon written request, Recipient shall return or destroy Confidential Information and certify such return or destruction.

The obligations of confidentiality shall continue for years from the date of disclosure, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

ADDITIONAL PROVISIONS

Independent Contractor. Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties.

Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its gross negligence or willful misconduct in performing this Agreement.

Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

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 within that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Sign Now