Business SMEs Template

BUSINESS SMES AGREEMENT

This Business SMEs Agreement ("Agreement") is made and entered into as of by and between:

WHEREAS

WHEREAS, Client seeks the subject-matter expertise, advice, and deliverables described in this Agreement to support Client's business operations and strategic objectives; and

WHEREAS, SME represents that it has the experience, qualifications, and capacity to perform the services set forth herein and agrees to provide such services under the terms and conditions of this Agreement.

SCOPE OF WORK

SME shall perform the services, provide deliverables and meet milestones as described below. Deliverables shall be subject to Client acceptance testing as set forth in the acceptance criteria.

PAYMENT TERMS

Client shall pay SME the fees and expenses set forth below in consideration for the services and deliverables. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted by SME to Client in accordance with the payment schedule above and are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Termination shall not relieve Client of the obligation to pay for services and approved expenses rendered through the effective date of termination, nor relieve SME of obligations to deliver accepted work and to preserve Confidential Information as set forth herein.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without reference to Confidential Information of the disclosing party.

The receiving party shall: (i) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use Confidential Information for any purpose other than performing obligations or exercising rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Upon termination or upon the disclosing party's written request, the receiving party shall promptly return or destroy all materials embodying Confidential Information and provide written certification of such return or destruction, except to the extent retention is required by applicable law, in which case the receiving party shall continue to protect the Confidential Information in accordance with this Agreement.

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. The parties agree that any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that state.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided that the assignee assumes the assigning party's obligations hereunder.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality provisions of this Agreement and that the non-breaching party will be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notices shall be deemed given upon personal delivery, one (1) business day after delivery to an overnight courier, or three (3) business days after deposit in the mail, postage prepaid.

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