Business Support Refresher Template

Business Support Refresher Template

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client engages Provider to perform a business support refresher program intended to update procedures, train personnel, and reinforce operational best practices pursuant to the terms set forth below; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to deliver the services described in this Agreement and agrees to perform such services in a professional and workmanlike manner; and

WHEREAS, the parties desire to reduce their agreement to writing and to establish the respective obligations, payment terms, confidentiality protections and other legal provisions governing their relationship;

Agreement

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Scope of Work

Provider shall deliver a business support refresher as described below. Provider shall determine the methods, personnel and scheduling required to perform the services unless otherwise specified in writing.

2. Payment Terms

Compensation. Client shall pay Provider a total fee of (USD) for the services described herein, subject to the schedule below.

Deposit (if any): due upon execution; Remaining balance due within days of invoice.

Late Payment. Any undisputed amount not paid within the period set forth above shall accrue interest at a rate of % per month (or the maximum permitted by law), together with any collection costs and reasonable attorney fees incurred by Provider.

3. Term and Termination

Term. This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated pursuant to this Section.

Termination for Convenience. Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Effect of Termination. Upon termination, Client shall promptly pay Provider for services performed and expenses reasonably incurred up to the effective date of termination. Sections that by their nature survive termination shall remain in effect.

4. Confidentiality

Definition. "Confidential Information" means non-public information disclosed by one party to the other that, if disclosed in writing or orally, is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations. The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) 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 reasonable care, 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 at least as protective as those herein.

Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without breach of an obligation of confidentiality; (c) was known to the receiving party prior to disclosure by the disclosing party; or (d) is independently developed by the receiving party without use of Confidential Information.

5. 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 law principles. Venue for disputes shall be in the state or federal courts located in that state, and the parties submit to personal jurisdiction therein.

6. Entire Agreement

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

7. Miscellaneous

Independent Contractor. Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger, acquisition or sale of substantially all assets.

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