Business Standards Template

BUSINESS STANDARDS TEMPLATE

Effective Date:

PARTIES

RECITALS

WHEREAS, Company Name: operates in the business of procuring goods and services and desires to establish formal standards governing the engagement of third‑party providers; and

WHEREAS, Service Provider Name: represents that it has the skill, personnel and resources to perform the services described herein in accordance with the standards set forth in this agreement; and

WHEREAS, the parties desire to set forth the standards, responsibilities and remedies applicable to the Provider's performance of services for Company.

SCOPE OF WORK

Provider shall perform the services described below in accordance with the timeframes, deliverables, quality standards and acceptance criteria set forth in this section and in any attachments incorporated by reference.

PAYMENT TERMS

Company agrees to compensate Provider for performance of the Scope of Work as set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, terminates on End Date: .

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination for convenience shall be effective upon the expiration of the notice period set forth above and subject to payment for all Services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that (i) is or becomes generally known to the public through no fault of the recipient, (ii) was in recipient's possession prior to disclosure as evidenced by written records, (iii) is independently developed by recipient without use of or reference to the disclosing party's Confidential Information, or (iv) is rightfully obtained from a third party without confidentiality obligations. A disclosure required by law or regulation shall not be deemed a breach provided that the recipient gives prompt written notice to the disclosing party and cooperates to seek confidential treatment or other protective relief.

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

INDEMNIFICATION AND LIABILITY

Provider shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any third‑party claims arising out of Provider's gross negligence, willful misconduct, or breach of this Agreement. In no event shall either party be liable to the other for consequential, incidental, special or punitive damages, except for liability arising from a party's breach of confidentiality obligations or indemnification obligations under this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, commercial overnight courier, or hand delivery and shall be effective upon receipt.

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 rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state.

ENTIRE AGREEMENT; AMENDMENT

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

COMPLIANCE WITH LAWS; STANDARDS

Provider shall perform all services in compliance with applicable laws, regulations and industry standards, and shall maintain all licenses, permits and insurance required to perform the services. Provider shall ensure that any subcontractor complies with the obligations set forth in this Agreement and remains responsible for performance.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be effective unless in writing. Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or in connection with a merger or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

SIGNATURES

Sign Now