Business TCR Template

Business TCR Template

This Business TCR Template Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). The Client and the Provider may be referred to individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, the Provider has expertise in technical compliance review, testing and related consulting services and is willing to provide such services to the Client under the terms set forth in this Agreement;

WHEREAS, the Client desires to engage the Provider to perform certain testing, compliance and remediation services as described herein, and the Provider agrees to perform such services subject to the terms and conditions of this Agreement;

WHEREAS, the Parties desire to define their respective rights and obligations with respect to the services, payment, confidentiality and other matters set forth herein.

1. Scope of Work

The Provider shall perform the services described below (the Services). The Services shall include testing, technical corrective recommendations (TCR), report preparation, and reasonable follow-up support as set forth in the Scope of Work.

2. Payment Terms

The Client shall pay the Provider for the Services in accordance with the following terms.

All amounts payable under this Agreement are exclusive of taxes. If the Provider is required by applicable law to collect or pay taxes in connection with the Services, such taxes shall be paid by the Client in addition to the fees set forth above.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the effective date of termination.

Either Party may terminate this Agreement for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice describing the breach; provided that payment breaches shall be subject to the late fee provisions above and may be cured within the invoice terms.

4. Confidentiality

"Confidential Information" means all nonpublic information disclosed by one Party to the other Party, whether orally, in writing, or by inspection, 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. Confidential Information includes, without limitation, technical data, trade secrets, business plans, customer lists, reports, and software.

Each Party agrees: (a) to hold the other Party's Confidential Information in strict confidence; (b) not to use such Confidential Information except to perform its obligations under this Agreement; and (c) not to disclose such Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully known by the receiving Party prior to disclosure; (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (iv) is rightfully received from a third party without restriction on disclosure.

The Parties acknowledge that any violation of this Section may cause irreparable harm for which monetary damages may be inadequate, and the disclosing Party is entitled to seek injunctive relief in addition to any other remedies at law or in equity.

5. Insurance and Indemnity

The Provider shall maintain, at its expense, insurance coverage appropriate for the Services provided. The Provider agrees to indemnify, defend and hold harmless the Client from and against any third-party claims, liabilities, losses or damages arising out of the Provider’s gross negligence or willful misconduct in the performance of the Services, except to the extent such claims arise from the Client’s own negligence or willful misconduct.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

7. Entire Agreement

This Agreement, including all schedules and attachments, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. Any amendment or modification of this Agreement shall be effective only if made in writing and signed by authorized representatives of both Parties.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by notice to the other Party in accordance with this Section.

9. Miscellaneous

Neither Party may assign its rights or delegate its 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, acquisition or sale of substantially all of its assets. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

The Parties acknowledge that they have had the opportunity to review and negotiate this Agreement and that any rule of construction requiring interpretation against the drafting Party shall not apply.

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