Chamber Business Agreement

Chamber Business Agreement

This Chamber Business Agreement ("Agreement") is entered into as of , by and between Chamber Name: (hereafter "Chamber") and Business Name: (hereafter "Business"). Chamber and Business are sometimes referred to collectively as the "Parties" and individually as a "Party".

WHEREAS

WHEREAS, Chamber is organized to promote local commerce, provide networking and marketing opportunities for member businesses, and administer programs and events for the benefit of the business community;

WHEREAS, Business desires to retain the Chamber to provide certain business development, promotional, or administrative services described herein, and Chamber is willing to provide such services under the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. SCOPE OF WORK

Chamber will perform the services described below for Business. The services will be performed in a professional manner consistent with industry standards and the Chamber's customary practices.

2. PAYMENT TERMS

As consideration for the performance of the Scope of Work, Business shall pay Chamber the amounts and according to the schedule set forth below. All amounts are stated in lawful currency.

Late payments shall incur a late fee as specified below and interest as permitted by law.

3. TERM AND TERMINATION

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective date of termination. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, member lists, pricing, marketing strategies, and technical information.

Each Party shall: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving Party; (ii) was lawfully known to the receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

5. INSURANCE AND INDEMNIFICATION

Each Party shall maintain insurance coverage appropriate to its obligations under this Agreement. Each Party agrees to indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's breach of this Agreement, willful misconduct, or negligent acts or omissions.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF THE CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY BUSINESS TO CHAMBER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by written notice in accordance with this Section.

8. 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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT

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

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either Party to enforce any right or remedy hereunder shall not constitute a waiver of such right or remedy. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic transmission shall be binding.

SIGNATURES

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