Business TAR Template

Business TAR Template

This Business TAR Agreement (the "Agreement") is made as of by and between Client Name: , located at , and Service Provider Name: , located at .

RECITALS

WHEREAS, Client requires certain transaction authorization, retainer and related business services described in this Agreement (the "Services"); and

WHEREAS, Service Provider represents that it possesses the required expertise, personnel and capacity to perform the Services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services and any related deliverables.

SCOPE OF WORK

Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Deliverables shall conform to the acceptance criteria set forth in the Scope of Work and shall be deemed accepted when Client provides written acceptance or fails to provide a written rejection specifying deficiencies within days of delivery.

PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, fees are due within days of invoice date. Invoices shall itemize services performed and any reimbursable expenses. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at % per month (or the maximum rate permitted by law, if lower), plus a one-time administrative fee of . Client may withhold payment for deficiencies documented in writing until corrected.

TERM AND TERMINATION

This Agreement commences on and will continue in effect until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if such breach remains uncured for days after written notice. Termination shall not relieve Client of its obligation to pay for Services performed and reasonably incurred expenses 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 reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to its employees, agents and permitted subcontractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein, and (c) take commercially reasonable steps to protect Confidential Information from unauthorized disclosure.

Confidential Information shall not include information that is: (i) publicly known through no breach by the receiving party; (ii) rightfully received from a third party without restriction and without breach of any obligation; or (iii) independently developed without use of the disclosing party's Confidential Information. Upon termination or written request, the receiving party shall promptly return or certify destruction of Confidential Information, except to the extent retention is required by applicable law, in which case retained Confidential Information shall remain subject to this Section.

The parties acknowledge that monetary damages may be inadequate and that either party shall be entitled to seek injunctive or equitable relief to enforce this Section in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Exclusive venue for disputes shall be the state or federal courts located within that state, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous negotiations, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email with confirmation.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all its assets. The provisions of Sections Confidentiality, Governing Law, Indemnification, and payment obligations shall survive termination or expiration of this Agreement.

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