Business TMR Form

BUSINESS TMR FORM

Parties and Recitals

This Business Time-Materials-Reimbursement Agreement (the Agreement) is entered into as of by and between Client Name: and Contractor Name: .

WHEREAS, Client requires certain services and reimbursable materials, and Contractor represents that it has the skills, personnel, equipment and experience to furnish such services and materials under a time-and-materials, reimbursement arrangement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the services, bill for time and materials, and obtain reimbursement for reasonable pre-approved expenses.

Scope of Work

Contractor shall perform the services described above using qualified personnel, in accordance with industry standards, and shall supply materials, equipment and consumables to the extent set forth herein. Work shall be performed at the location(s) agreed in writing by the parties.

Payment Terms

Invoices unpaid after the agreed payment_due_days are subject to a late fee of and interest at a rate of until paid in full. Client shall also reimburse Contractor for reasonable collection costs, including attorneys' fees and court costs.

Reimbursable Expenses

Contractor will be reimbursed for reasonable, documented, pre-approved expenses incurred in connection with the performance of this Agreement, including but not limited to travel, materials and third-party subcontractor charges. Reimbursable expenses shall not exceed without prior written authorization from Client.

Term and Termination

This Agreement shall commence on and shall continue in effect until , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon giving days prior written notice to the other party. Upon termination, Contractor shall be paid for all services performed and approved reimbursable expenses incurred through the effective date of termination.

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

Confidentiality

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party) without the Disclosing Party's prior written consent. "Confidential Information" means non-public business, technical, financial or other proprietary information disclosed in connection with this Agreement, whether disclosed orally, in writing or by inspection of tangible objects.

The obligations of confidentiality do not extend to information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is rightfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to its employees, advisors and permitted subcontractors who have a need to know, provided such persons are bound by confidentiality obligations no less protective than those herein.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law. The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality and that injunctive relief may be appropriate.

Representations; Insurance

Each party represents that it has the full right, power, and authority to enter into and perform this Agreement. Contractor shall maintain at its expense commercial general liability insurance and professional liability insurance in amounts reasonable for the scope of services, and shall provide certificates of insurance upon request.

Indemnification and Limitation of Liability

Contractor agrees to indemnify, defend and hold harmless Client from and against third-party claims arising out of Contractor's gross negligence or willful misconduct in the performance of services. Except for liability resulting from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party under this Agreement shall not exceed the total amount paid by Client to Contractor under this Agreement during the twelve (12) months preceding the event giving rise to liability.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation. If a dispute cannot be resolved by negotiation within thirty (30) days, the parties may pursue all available remedies in the courts located in the county of the governing law state.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices required under this Agreement shall be in writing and delivered to the address specified below. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets.

Acknowledgements

By signing below, each party acknowledges that it has read this Agreement, understands its terms, and has the authority to bind the party on whose behalf it signs.

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