Business Services EPR Packet

BUSINESS SERVICES EPR PACKET

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

RECITALS

WHEREAS, Client requires certain business services described herein to support its enterprise process review and operational objectives; and

WHEREAS, Service Provider possesses the professional expertise, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide such services to Client under the terms set forth below; and

WHEREAS, the parties desire to set forth the terms and conditions governing their relationship, deliverables, compensation, confidentiality obligations and other matters in this Business Services EPR Packet.

PARTIES' CONTACTS AND ENTITY TYPES

SCOPE OF WORK

Service Provider shall perform the following services for Client (the "Services"). The Services include, without limitation, the tasks, deliverables and performance standards described below. Any additional tasks or changes will be governed by the Change Order procedure set forth in this Agreement.

PAYMENT TERMS

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

All invoices are payable within days of receipt unless otherwise agreed in writing. Client shall reimburse reasonable, pre‑approved out‑of‑pocket expenses incurred by Service Provider in connection with performing the Services.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination for cause may occur immediately if the breaching party fails to cure a material breach within 14 days of written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means any non‑public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be considered confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

Confidentiality obligations do not apply to information that: (i) is or becomes generally available to the public other than through breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by applicable law, provided the disclosing party gives prompt notice and cooperates in any protective measures.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non‑exclusive, perpetual license to use deliverables produced under this Agreement solely for Client's internal business purposes. Service Provider retains all right, title and interest in and to any preexisting intellectual property and proprietary methodologies used in connection with providing the Services.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against third‑party claims alleging gross negligence or willful misconduct by the indemnitor in connection with the performance of this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

INSURANCE AND INDEPENDENT CONTRACTOR

Service Provider shall maintain commercially reasonable insurance coverage appropriate to the scope of the Services. The parties acknowledge and agree that Service Provider is an independent contractor and nothing in this Agreement creates an employment, joint venture or agency relationship.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law rules.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits, attachments and written change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, negotiations and agreements, whether written or oral. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required under this Agreement shall be in writing and delivered to the addresses set forth in this packet or such other address as a party designates in writing.

Sign Now