Business ROT Template

Business ROT Template

Effective Date:

Parties

Recitals

WHEREAS, the parties entered into discussions concerning a business record of transaction ("ROT") documenting the transfer, delivery or accounting of goods, services, or intangible assets between the parties; and

WHEREAS, Client Name: and Counterparty Name: desire to document the terms, responsibilities, payment obligations and retention of records associated with such transaction; and

WHEREAS, the parties intend that this Business ROT Template constitute a binding agreement setting forth the obligations, deliverables and recordkeeping requirements related to the referenced transaction.

Scope of Work

The parties agree the ROT will cover the following activities, deliverables and recordkeeping obligations. Contractor or Provider shall perform services in accordance with the specifications, schedules and acceptance criteria set forth below.

Payment Terms

In consideration for the services and/or goods described above, Client shall pay Counterparty the amounts and on the schedule set forth below. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Late payments shall accrue interest and/or fees as set forth below. Interest on overdue amounts shall be computed from the date due until paid.

Term and Termination

This Agreement commences on the Start Date below and shall continue in effect until the End Date or until earlier terminated in accordance with this section.

Start Date:    End Date:

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information may include business plans, pricing, transactional records, customer data, technical information and financial data.

Notwithstanding the foregoing, Confidential Information shall not include information that (i) is or becomes publicly available other than through a breach of this Agreement, (ii) was rightfully known to Receiving Party prior to disclosure, (iii) is received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed without use of the Disclosing Party’s Confidential Information. Receiving Party may disclose Confidential Information to the extent required by law, provided that, where permitted, Receiving Party gives prompt written notice to Disclosing Party and cooperates in any effort to obtain protective relief.

Records, Audit and Retention

Each party shall maintain complete and accurate records relating to the ROT transaction, including invoices, receipts and any supporting documentation, for a minimum of years following final payment or termination. Upon reasonable prior notice, either party may audit such records during normal business hours to verify compliance; audits shall be conducted at the requesting party’s expense unless material noncompliance is discovered.

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 disputes by negotiation. If unresolved, disputes shall be resolved in the courts located in the county of the governing state specified above, and each party consents to personal jurisdiction and venue there.

Limitation of Liability

Except for liability arising from willful misconduct, fraud, or a party’s gross negligence, in no event shall either party be liable to the other for consequential, incidental, indirect, punitive or special damages, and the aggregate liability of each party for any claim arising under this Agreement shall be limited to the total amounts actually paid by Client under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Miscellaneous

Assignment: Neither party may assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and, if possible, the invalid provision shall be reformed to effectuate the parties’ intent.

Entire Agreement

This Agreement, including any Schedules or Exhibits expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and executed by authorized representatives of both parties.

Sign Now