Business TPR Document

BUSINESS TPR DOCUMENT

This Business TPR Document (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages Service Provider to perform certain services described herein and to manage third-party relationships and related releases in connection with Client's business operations; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel, and authority to perform the services and to coordinate with third parties under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights, duties and obligations with respect to the services, payment, confidentiality and third-party releases as set forth below.

SCOPE OF WORK

Service Provider will provide the services and perform the tasks described below. Service Provider shall exercise commercially reasonable efforts to meet schedules and milestones agreed in writing by the parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices unpaid within days of the invoice date shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if less). Charges for collection, including reasonable attorneys' fees, will be payable by the Client for past due amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for fifteen (15) days after written notice, or immediately for insolvency or bankruptcy of the other party.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other relating to business operations, pricing, clients, technical data, processes or other proprietary information, whether disclosed orally, visually, or in writing. Confidential Information shall not include information that: (a) is or becomes publicly known through no wrongful act of the receiving party; (b) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care as its own confidential information; (ii) use Confidential Information only for the purposes of performing its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

THIRD-PARTY RESPONSIBILITIES AND RELEASE

Service Provider may engage third-party vendors, contractors or affiliates ("Third Parties") to perform portions of the services. Service Provider shall remain primarily responsible for the performance of all obligations under this Agreement. Client releases Service Provider from liability for acts or omissions of Third Parties to the extent such acts or omissions were performed in good faith and in accordance with this Agreement and industry standards.

Service Provider agrees to require Third Parties to maintain appropriate insurance and confidentiality obligations. Client acknowledges that certain Third Parties may require direct contractual relationships; in such case, Service Provider will notify Client in writing and obtain Client's prior written consent before delegating material obligations to such Third Parties.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of applicable law, except to the extent such claims arise from the indemnified party's own gross negligence or willful misconduct.

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. The parties consent to the exclusive jurisdiction and venue of the courts located in the selected state for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments, 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 modification or amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or overnight courier. Notice is effective upon receipt.

ENTITY TYPE

Client entity type: Individual Corporation LLC Partnership Other

Service Provider entity type: Individual Corporation LLC Partnership Other

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