Business Simulation Document

BUSINESS SIMULATION AGREEMENT

This Business Simulation Agreement (the Agreement) is entered into as of by and between Client Name: (Client) and Provider Name: (Provider). Client and Provider are each a Party and collectively the Parties.

WHEREAS

WHEREAS, Client desires to engage Provider to perform a business simulation exercise designed to model operational, financial and strategic scenarios described in the Scope of Work; and

WHEREAS, Provider represents that it has the expertise, personnel and tools necessary to develop and execute the simulation in accordance with the terms of this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the simulation engagement as set forth herein.

SCOPE OF WORK

Provider will design, develop and deliver the business simulation deliverables, run test scenarios, produce reports summarizing assumptions and results, and provide debrief and recommendations. Specific objectives, deliverables, acceptance criteria and timelines are described below.

PAYMENT TERMS

In consideration for the services specified in this Agreement, Client will pay Provider the fees set forth below in accordance with the invoicing and payment schedule.

Provider will submit invoices in writing. Unless otherwise agreed in writing, Client shall pay undisputed invoices within thirty (30) days of receipt. Disputed portions of an invoice shall be resolved promptly and the undisputed portion shall be paid when due.

TERM AND TERMINATION

This Agreement commences on the Start Date below and, unless earlier terminated in accordance with this section, continues until the End Date below or until completion of the Scope of Work, whichever occurs later.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client will pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination in accordance with the Payment Terms. Sections concerning Confidentiality, Governing Law and certain survival provisions shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving 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, including simulation models, data, financial projections, methodologies and strategic analyses.

Obligations: The Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those in this Agreement.

Exclusions: Confidential Information shall not include information that (i) is or becomes generally available to the public through no wrongful act of the Receiving Party, (ii) was rightfully in the Receiving Party’s possession prior to disclosure, or (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The Parties shall attempt in good faith to resolve any dispute arising out of or related to this Agreement through negotiation between senior representatives. If negotiation fails, the Parties may pursue any remedy available at law or in equity.

MISCELLANEOUS

Relationship of the Parties: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, agency or franchise relationship between the Parties.

Assignment: Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of all or substantially all assets or change of control.

Notices: All notices required or permitted under this Agreement must be in writing and delivered to the contacts provided by each Party. Notice is effective upon personal delivery, confirmed electronic transmission, or three (3) days after deposit with a nationally recognized courier or postal service.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter. No modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties.

AUTHORITY AND CERTIFICATION

Each Party represents and warrants that the individual signing below is duly authorized to execute this Agreement on behalf of such Party and that this Agreement constitutes a valid and binding obligation of such Party enforceable in accordance with its terms.

Sign Now