Business RPG Document

Business RPG Document

This General Business Agreement (the Agreement) is entered into as of between (Provider) and (Client).

RECITALS

WHEREAS, Provider is engaged in the business of providing business role-play guidance, strategy and related deliverables as described herein; and

WHEREAS, Client desires to retain Provider to perform the services described below and Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to define the scope, compensation, confidentiality requirements, and other contractual rights and obligations between them.

SCOPE OF WORK

Provider shall perform the services described below (Services). Provider will deliver all Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the Services, Client will pay Provider the amounts and in the schedule set forth below. All monetary amounts are stated in United States dollars unless otherwise noted.

All invoices are due within days of invoice receipt. Late payments shall accrue interest at a rate of per month (or the maximum permitted by law, if lower) and Client shall also be responsible for reasonable collection costs incurred by Provider.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately for material breach if the breaching party fails to cure such breach within a commercially reasonable time not to exceed 30 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination. Provider shall deliver any completed work product and, at Client's election, reasonable transitional assistance to minimize disruption.

CONFIDENTIALITY

Each party (the Receiving Party) agrees to hold in confidence and not disclose to any third party any non-public, proprietary or confidential information disclosed by the other party (the Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

The Receiving Party shall: (a) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information except to those employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall continue for years following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to any deliverables created specifically for Client under this Agreement (Work Product), subject to Client's payment of all amounts due. Provider retains ownership of Provider's pre-existing tools, methodologies, templates and know-how used to perform the Services, and grants Client a non-exclusive, non-transferable license to use such materials solely as incorporated in the Work Product.

REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that it will perform the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify by written notice. Delivery may be by personal delivery, certified mail (return receipt requested), or overnight courier.

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 laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets. The parties are independent contractors; nothing in this Agreement creates an employment, joint venture or agency relationship.

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