Business Services NPRC

BUSINESS SERVICES NPRC

This Business Services NPRC Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider represents that it possesses the experience, personnel and capacity to perform business services described in this Agreement, including but not limited to advisory, administrative and operational support specific to NPRC engagements; and

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

WHEREAS, the parties intend that the services performed under this Agreement be performed on an independent contractor basis and that confidentiality and protection of nonpublic information be maintained;

SCOPE OF WORK

Service Provider shall perform the services set forth below and any additional services mutually agreed in writing. Service Provider shall provide personnel, materials, equipment and supervision necessary to perform the described services in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with the following amounts and schedule. All rates are exclusive of taxes unless otherwise stated; Client is responsible for taxes as required by law.

If any undisputed invoice remains unpaid more than days after the invoice due date, Client shall pay interest at the lesser of per month or the maximum rate permitted by law, together with a one-time administrative late fee of .

TERM AND TERMINATION

The term of this Agreement begins on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure within days after written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public, proprietary or commercially sensitive information disclosed by either party, whether oral, written, electronic or other form, including but not limited to business plans, financial information, client lists, trade secrets and technical data. Each party shall (i) hold Confidential Information in strict confidence and take reasonable precautions to protect it, (ii) not use Confidential Information for any purpose other than performance under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (a) is or becomes generally known to the public through no wrongful act of the receiving party, (b) was known to the receiving party prior to receipt from the disclosing party as evidenced by written records, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information. Where legally compelled to disclose Confidential Information, the receiving party shall provide prompt notice to the disclosing party to permit a protective order or other remedy.

The obligations of confidentiality survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in that State unless the parties agree in writing to arbitration.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be solely responsible for payment of its employees, contractors, taxes and benefits.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign receivables to a financing institution.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

PARTY INFORMATION

Individual Corporation LLC Partnership

Sign Now