Business Titles Template

BUSINESS TITLES TEMPLATE

Parties

Recitals

WHEREAS, Client Name: desires to establish, assign and formalize certain business titles, roles and associated duties within its organization; and

WHEREAS, Provider Name: has expertise in preparing, documenting and advising on corporate or business titles and related governance materials; and

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality and other terms governing Provider's preparation and delivery of title documentation and related advisory services effective as of Effective Date:

Scope of Work

Provider shall prepare, review and deliver documentation and advisory services necessary to establish or amend business titles, officer roles and descriptive duties (collectively, the "Services"). Services may include drafting title descriptions, preparing an officer/title roster, and advising on internal reporting structure.

Payment Terms

In consideration for the Services, Client shall pay Provider the fees described below. Fees are exclusive of taxes, unless otherwise stated.

Any amount not paid when due shall accrue interest at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in enforcing payment obligations.

Term and Termination

This Agreement shall commence on Start Date: and continue through End Date: unless earlier terminated as set forth below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Notice Period (days): days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon thirty (30) days' prior written notice; Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that, by its nature, should reasonably be understood to be confidential ("Confidential Information"). Confidential Information excludes information that: (a) was known to the Receiving Party prior to disclosure without restriction; (b) becomes publicly available through no fault of the Receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict access to Confidential Information to employees or contractors having a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. The Receiving Party acknowledges that a breach of this Section could cause irreparable harm for which monetary damages may be inadequate and agrees that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Yes — Confidentiality obligations apply

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice to the other).

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 submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising under this Agreement.

Representations, Warranties and Liability

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

Entire Agreement

This Agreement, including all attached schedules and exhibits, 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 must be in writing and signed by authorized representatives of both parties.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures or scanned copies of signed pages constitute original signatures for all purposes.

Sign Now