Business RMG Form

BUSINESS RMG FORM

This Business RMG Form (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: . Client and Service Provider are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client engages Service Provider to perform services related to risk management, revenue management, and related business support services as further described below; and

WHEREAS, Service Provider has the experience, personnel, and resources necessary to provide the services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to such services in a written agreement.

SCOPE OF WORK

PAYMENT TERMS

Contract Amount: $

Milestone payments tied to deliverables
Monthly installments
Due upon completion
Other:

Late Fee: If any undisputed amount owed by Client is not paid within days of receipt of invoice, interest shall accrue at % per month on the unpaid balance or the maximum rate permitted by law, whichever is lower.

All amounts are exclusive of taxes. Client will be responsible for any applicable sales, use, value-added, or other transaction taxes (excluding taxes imposed on Service Provider's net income).

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for material breach if the breach is not cured within days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information exchanged by the Parties in connection with this Agreement, including business plans, financial data, trade secrets, customer information, methodologies, and other proprietary information. Each Party shall: (a) hold Confidential Information of the other Party in strict confidence; (b) use such Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to those employees, agents, or contractors with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality Duration: years from the date of disclosure, except for trade secrets which shall remain protected for as long as they meet the statutory definition of a trade secret.

Upon termination or expiration, the receiving Party shall, at disclosing Party's election, return or certify destruction of Confidential Information within days.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any action to enforce this Agreement shall be brought in the competent courts located in that State.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Indemnification: Each Party shall indemnify, defend, and hold harmless the other Party from and against claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either Party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months prior to the event giving rise to the claim.

Authorized Representative Acknowledgement: The signatory below represents and warrants that they are authorized to execute this Agreement on behalf of the Party for whom they sign.

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