Business RIG Template

BUSINESS RIG TEMPLATE — GENERAL BUSINESS AGREEMENT

Parties

This Agreement is entered into as of (the Effective Date) by and between

Recitals

WHEREAS, Client desires to retain Provider to develop, manage, and advise on the business RIG (research, implementation and growth) program described below, and Provider has the experience and resources necessary to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services for Client and Client will compensate Provider;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Provider shall perform the services described below (the Services). The Services shall include all tasks, deliverables, and acceptance criteria necessary to complete each deliverable described in the Statement of Work.

Payment Terms

Client shall pay Provider for the Services as set forth below. All fees are exclusive of taxes unless otherwise stated. Provider shall be responsible for its own expenses except as expressly set forth in this Agreement.

Invoices shall be submitted in writing and are payable within days of receipt, unless otherwise agreed in writing. Disputed items must be submitted with supporting documentation within 15 days of invoice receipt; undisputed amounts remain payable.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the earlier of the completion of the Services or the Term End Date set forth below, unless earlier terminated in accordance with this section.

Term Start Date:    Term End Date:

Either party may terminate this Agreement for material breach if such breach remains uncured for a period of days following written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performing under this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely for the performance of this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party or that is independently developed without reference to the disclosing party's Confidential Information.

Upon termination or written request, the receiving party shall promptly return or destroy all copies of Confidential Information and certify such return or destruction in writing.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider grants Client a nonexclusive, worldwide, perpetual license to use work product delivered under this Agreement for Client's internal business purposes. Provider represents that any work product delivered does not infringe third-party rights. Provider shall assign to Client all right, title, and interest in deliverables specifically developed for Client upon full payment, subject to Provider's retained rights in pre-existing materials and general know-how.

Taxes and Expenses

Each party is responsible for its own taxes arising from this Agreement. Client shall reimburse Provider for reasonable, preapproved out-of-pocket expenses incurred in connection with the Services upon submission of receipts or other documentation.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. Provider shall indemnify and defend Client from third-party claims alleging that Provider's deliverables infringe intellectual property rights, provided Client gives prompt written notice, cooperates, and permits Provider to control the defense. Except for liability for breach of confidentiality or indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential, or punitive damages. Aggregate liability shall not exceed the fees paid to Provider under this Agreement in the 12 months preceding the claim.

Notices

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, together with any attachments and accepted Statements of Work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and agreements. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right.

Execution and Authority

Each party represents and warrants that the person signing below is duly authorized to execute this Agreement on its behalf and that this Agreement is a valid and binding obligation of such party.

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