Business Resources Template

Business Resources Template

This Business Resources Agreement (the Agreement) is made effective as of by and between:

Recitals

WHEREAS, Provider develops, curates and maintains business resources, templates, tools and reference materials designed to support business operations and growth; and

WHEREAS, Client desires to obtain access to certain business resources and support services from Provider on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider agrees to provide such resources and any related consulting or administrative services pursuant to the scope, schedule and compensation described below.

Scope of Work

Provider shall provide the resources, deliverables and services described below. Services will be performed with commercially reasonable skill and care in accordance with industry standards.

Templates Training Materials Tools & Software Recommendations Vendor/Advisor Contacts

Payment Terms

Client shall pay Provider the compensation set forth below in consideration for the resources and services provided under this Agreement.

If any undisputed invoiced amount remains unpaid beyond the due date, Client shall pay interest at the rate of on the overdue balance, or the maximum rate permitted by law, whichever is lower. In addition, Provider may suspend access to resources for accounts more than days past due.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the intended termination date. Provider may terminate immediately if Client fails to pay undisputed amounts within days after written notice of non-payment. Termination does not relieve Client of obligations to pay fees accrued through the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party (Discloser) to the other party (Recipient) 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, including business plans, resource content, templates, pricing, customer lists and technical materials.

Recipient shall: (a) hold Confidential Information in strict confidence and take commercially reasonable measures to protect it; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to Recipient's employees, contractors or advisors who need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) was publicly known at the time of disclosure; (ii) becomes publicly known through no fault of Recipient; (iii) was rightfully known to Recipient prior to disclosure without an obligation of confidentiality; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt written notice and cooperates to seek confidential treatment or a protective order.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Representations, Warranties and Limitation of Liability

Each party represents that it has the full power and authority to enter into and perform this Agreement. Provider warrants that resources provided will substantially conform to the descriptions set forth in the Scope of Work at the time of delivery. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, RESOURCES AND SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the parties may pursue any available remedies in the courts located in the county of the state specified above.

Assignment, Amendment and Miscellaneous

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. This Agreement may be amended only by a written instrument duly executed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as either party may designate in writing, and shall be deemed given upon personal delivery, next business day if sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Sign Now