Business Safeway Documents

BUSINESS SAFEWAY DOCUMENTS

THIS GENERAL BUSINESS AGREEMENT ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS / RECITALS

WHEREAS, Client engages Service Provider to perform certain business continuity, operational safeguard, and compliance advisory services described herein, and Service Provider has represented that it has the necessary expertise, personnel and resources to perform the same;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the services and Client will compensate Service Provider; and

WHEREAS, the parties intend for this Agreement to define the scope of work, payment terms, confidentiality obligations and dispute resolution governance for safekeeping, risk mitigation and operational assessments conducted by Service Provider.

SCOPE OF WORK

Service Provider shall perform the services described below. The description, deliverables and acceptance criteria will be governed by the written scope provided by Service Provider and accepted by Client.

PAYMENT TERMS

Client shall pay Service Provider for the services described in the Scope of Work in accordance with the amounts and schedule set forth below. All fees are exclusive of applicable taxes unless otherwise stated. Fees not paid when due shall accrue interest and incur remedies as provided in this Agreement.

Invoices shall be submitted in writing by Service Provider and are payable in full within the invoice due terms. Overdue amounts shall accrue interest at the stated rate or, if no rate is specified, at the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs, including attorney fees, for delinquent accounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date set forth below and continue until the End Date, unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether in writing, orally or by inspection of tangible objects, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that is (a) publicly known through no fault of the recipient; (b) rightfully received from a third party without restriction; (c) independently developed by the recipient without use of the discloser's Confidential Information; or (d) required to be disclosed by law or court order, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

The recipient shall hold Confidential Information in strict confidence, use it solely to perform obligations under this Agreement, and not disclose it to any third party except to employees, contractors or agents with a need to know and who are bound by obligations of confidentiality no less restrictive than those herein. Upon termination or upon request, the recipient shall return or destroy Confidential Information as directed by the discloser.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. Neither party shall be liable for incidental, consequential, special or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree to attempt good faith negotiation to resolve disputes and, if unresolved, to submit disputes to binding arbitration under commercially reasonable arbitration rules in the governing law state, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any attachments and accepted scopes of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing. Notices shall be effective upon personal delivery, certified mail (return receipt requested), or confirmed electronic transmission.

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