Business Resources Allocation Package

Business Resources Allocation Package

Client Name:

Provider Name:

Effective Date:

Recitals

WHEREAS, Client requires allocation of personnel, equipment, facilities, or fiscal resources to support the performance of Project Name: for the purposes described herein;

WHEREAS, Provider possesses the capacity and agrees to allocate the Resources defined in this Package under the terms set forth below; and

WHEREAS, the parties intend that this Package set forth binding terms governing allocation, scheduling, payment, confidentiality, and remedies relating to the Resources.

Scope of Work

The Provider will allocate Resources to perform the services and tasks described below. All allocations must comply with the schedule and responsibilities set forth in this Package.

Resource Allocation

The following Resources shall be allocated by Provider to Client in accordance with the schedule and responsibilities below. Each listed resource is subject to the change order provisions in this Package.

Item: Quantity: Allocation Start:

Item: Quantity: Allocation Start:

Item: Quantity: Allocation Start:

Payment Terms

Client shall pay Provider the fees for allocated Resources as set forth below. All amounts are in the currency agreed by the parties.

All payments are due within Payment Due Days: days of invoice unless otherwise agreed in writing. Client is responsible for any taxes, duties, or similar charges unless otherwise stated.

Term and Termination

This Package commences on Start Date: and, unless earlier terminated in accordance with this Section, continues until End Date: or completion of the Scope of Work, whichever occurs first.

Confidentiality

Each party acknowledges that in administering this Package it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in writing, orally, or by inspection and designated as confidential or which by its nature ought reasonably to be treated as confidential. The receiving party shall (i) use Confidential Information only to perform obligations under this Package, (ii) limit disclosure to those employees or contractors with a need to know, and (iii) exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential materials, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Package, (b) was rightfully in the receiving party's possession before receipt from the disclosing party, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

I acknowledge and agree to be bound by the Confidentiality provisions in this Package.

Change Orders and Resource Adjustments

Any change to Resource type, quantity, schedule, or compensation requires a written Change Order signed by authorized representatives of both parties. Provider will notify Client of material resource constraints as soon as they become known; where substitution is necessary, Provider must propose an equivalent replacement subject to Client's written approval, such approval not to be unreasonably withheld.

Governing Law

This Package shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement

This Package, together with any executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Neither party may assign its rights under this Package without the prior written consent of the other party, except that either party may assign this Package in connection with a merger, acquisition, or sale of substantially all of its assets. The invalidity or unenforceability of any provision shall not affect the remaining provisions, which shall remain in full force and effect.

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