Business Understanding Template

BUSINESS UNDERSTANDING TEMPLATE

THIS BUSINESS UNDERSTANDING (this Agreement) is entered into as of by and between Client Name: with principal address , and Service Provider Name: with principal address .

WHEREAS

WHEREAS, Client seeks to engage Service Provider to perform certain business advisory, development and implementation services described below; and

WHEREAS, Service Provider has the experience, personnel and resources to provide such services and agrees to provide those services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. Any change in scope that materially affects cost or schedule shall be documented in a written amendment signed by both parties.

PAYMENT TERMS

In consideration for the performance of services, Client shall pay Service Provider in accordance with the terms set forth below. All amounts are expressed in lawful currency.

All payments are due within the number of days specified in the payment schedule following receipt of an undisputed invoice. Client shall notify Service Provider in writing within seven (7) days of any disputed invoiced amounts; the parties shall negotiate in good faith to resolve any dispute. Unpaid amounts not subject to a timely dispute shall accrue interest as set forth above and the prevailing party shall be entitled to recover reasonable costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party upon written notice if the breaching party fails to cure such breach within the notice period specified above. Either party may also terminate for convenience upon the notice period identified above, subject to payment for all work performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

“Confidential Information” means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether written, oral or electronic, marked confidential or which by its nature would reasonably be understood to be confidential. Confidential Information includes business plans, financial data, trade secrets, customer lists, formulas, methodologies, and pricing.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and protect it with at least the same degree of care it uses to protect its own similar confidential information, but no less than reasonable care; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, consultants or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly available through no fault of the Receiving Party or that was lawfully in the Receiving Party's possession prior to disclosure.

Upon termination or written request, the Receiving Party shall promptly return or destroy Confidential Information and certify such return or destruction to the Disclosing Party, except where retention is required by law or internal compliance obligations, in which case the Receiving Party shall continue to protect such information as confidential.

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 conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties agree to pursue binding arbitration administered in accordance with the parties' selected rules, unless otherwise agreed in writing.

LIMITATION OF LIABILITY

Except for willful misconduct or a party’s breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total amount paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notice shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the mail by certified mail, return receipt requested.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, agency, partnership, franchise or joint venture relationship between the parties. 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, sale of substantially all of its assets or a transfer of control.

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