Business RMG Template

BUSINESS RMG TEMPLATE

This Business Resource Management Group Agreement (the Agreement) is entered into as of by and between Client Name: (the Client) and Service Provider Name: (the Service Provider).

WHEREAS

WHEREAS, the Service Provider represents that it has the necessary expertise, personnel, systems and capacity to provide resource management, planning and related advisory services described herein (the RMG Services); and

WHEREAS, the Client desires to retain the Service Provider to perform the RMG Services and the Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the scope, deliverables, compensation and confidentiality obligations shall be documented in this Agreement.

PARTIES' CONTACT INFORMATION FOR NOTICES

SCOPE OF WORK

The Service Provider shall provide resource management group services as detailed below, including but not limited to planning, allocation of personnel, project coordination, performance reporting, and advisory services in accordance with industry standards and the Client's reasonable directions.

PAYMENT TERMS

The Client shall pay the Service Provider the fees and reimbursements set forth below in consideration for performance of the RMG Services.

The Service Provider will submit invoices in accordance with the schedule above. Payment is due within days of invoice receipt. All payments are exclusive of applicable taxes; the Client shall be responsible for any such taxes where required by law.

Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In the event of nonpayment, the Service Provider may suspend performance after providing written notice and a 10-day cure period.

Client shall reimburse pre-approved, reasonable out-of-pocket expenses incurred by the Service Provider in performing services, subject to submission of supporting receipts and documentation within 30 days of incurrence.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure the breach within 30 days after receiving written notice specifying the breach.

Termination shall not relieve the Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination. Sections concerning Confidentiality, Indemnification, Governing Law and Miscellaneous shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the receiving party.

Each recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this Section shall survive for five (5) years following termination, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the courts sitting in such jurisdiction for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of all or substantially all assets, or transfer of equity provided the assignee assumes the assigning party's obligations. Each party represents and warrants that it has the authority to enter into this Agreement and perform its obligations hereunder.

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

REPRESENTATIONS AND AUTHORITY

Each party represents that the individual signing below is duly authorized to execute this Agreement on behalf of the party and to bind that party to its terms.

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