Business ROLs Template

BUSINESS ROLS TEMPLATE

This Business ROLs Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Requesting Party seeks to establish formal Records of Liability, Obligations, and related business instruments (collectively "ROLs") to memorialize certain duties, payments and releases associated with the parties' commercial relationship; and

WHEREAS, Provider represents that it has the capacity, expertise and authority to prepare, deliver and, where applicable, execute and release ROLs in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations and the procedures for recording, transferring, releasing or otherwise administering ROLs as more particularly described below.

SCOPE OF WORK

PAYMENT TERMS

Late fees will accrue at % per month on overdue amounts, subject to a minimum late charge of . All late fees are cumulative and recoverable as provided below.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing the other party with no less than days' prior written notice. Termination for material breach shall be effective upon written notice if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or should reasonably be understood to be confidential given its nature. Confidential Information includes, without limitation, business plans, ROL content, financial data, trade secrets, customer lists and technical information.

The Receiving Party shall (i) use the Confidential Information solely to perform its obligations under this Agreement; (ii) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential materials, but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

LIMITATION OF LIABILITY & INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing this Agreement. Except for liability arising from 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 under this Agreement shall not exceed the total amounts actually paid by Requesting Party to Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; 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-law principles.

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation and, if unsuccessful, non-binding mediation. If mediation does not resolve the dispute, either party may seek judicial relief in the courts located in the state specified above.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement (including any exhibits or attachments executed contemporaneously) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

NOTICES

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