Business Working Table

Business Working Table Agreement

This Business Working Table Agreement (the Agreement) is entered into as of by and between Party A (Provider): with principal place of business at , and Party B (Client): with principal place of business at .

Recitals

WHEREAS, Party A has experience, resources, and technical capability to facilitate and conduct collaborative working sessions and produce deliverables related to the business initiatives described below; and

WHEREAS, Party B desires to engage Party A to convene a working table, coordinate stakeholders, and produce agreed outputs under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

Scope of Work

Deliverables will include meeting agendas, summaries, action-item registers, and any written reports or templates expressly described in the Scope of Work. Party A shall perform the Services in a professional manner consistent with industry standards and shall assign qualified personnel to carry out the work.

Payment Terms

Party A shall submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, payment is due within days of invoice receipt. All payments shall be made in lawful currency of the United States unless otherwise agreed.

Overdue amounts shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. In addition, the prevailing party may recover collection costs and reasonable attorneys' fees for overdue payments.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, including business plans, financial data, strategies, trade secrets, and any materials prepared by the receiving party that contain, reflect or are based upon such information. Confidential Information does not include information that (a) is or becomes generally available to the public through no wrongful act of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed 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 it uses to protect its own confidential information but in no event less than reasonable care; (ii) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors with a legitimate need to know provided such recipients are bound by confidentiality obligations no less protective than those contained herein.

The obligations of confidentiality shall continue for a period of following the termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue so long as the information remains a trade secret under applicable law.

Intellectual Property

Unless otherwise agreed in writing, each party retains ownership of its pre-existing intellectual property. Deliverables specifically created by Party A in performance of the Scope of Work and expressly identified in writing as work-for-hire shall be assigned to Party B upon full payment; provided, however, that Party A shall retain a non-exclusive, royalty-free license to use aggregated, anonymized learnings for internal business purposes. Parties will cooperate to document any assignment or license necessary to effectuate the parties' intent herein.

Representations; Warranties; Indemnification

Each party represents and warrants that it has full right, power, and authority to enter into this Agreement. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligent acts, or willful misconduct, except to the extent caused by the indemnitee's gross negligence or willful misconduct.

Notices

Governing Law; Venue

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

Entire Agreement; Amendment

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

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid provision that most closely reflects the parties' original intent.

Sign Now