Key Personnel Profile Template

KEY PERSONNEL PROFILE TEMPLATE AND BUSINESS AGREEMENT

This Agreement is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires the services of certain skilled personnel in connection with Client's business objectives and projects described herein; and

WHEREAS, Service Provider has represented that it can furnish qualified personnel with the requisite experience, qualifications and clearances to perform the services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

KEY PERSONNEL PROFILE

The following profiles describe the key personnel proposed by Service Provider to perform the Scope of Work. Client may review and approve or reasonably reject any proposed individual. Service Provider shall promptly propose a replacement in accordance with the Replacement Procedure field below should any individual no longer be available.

KEY PERSONNEL 1

KEY PERSONNEL 2 (OPTIONAL)

PAYMENT TERMS

Client shall pay Service Provider the compensation set forth below in exchange for the services and personnel described in this Agreement. Unless otherwise stated, all amounts are in the currency stated in the invoice.

TERM AND TERMINATION

This Agreement shall commence on the date set forth below and shall continue until the completion of the Scope of Work or until earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Client may terminate for convenience upon providing the notice set forth above, in which case Client will pay for services and approved costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other relating to business, technology, personnel, pricing, or operations. Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use it only to perform obligations under this Agreement, and (iii) not disclose it to third parties except to its employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those here. Confidential Information does not include information that is or becomes publicly available through no breach by Receiving Party, rightfully received from a third party without restriction, or independently developed without use of Confidential Information.

Upon termination or written request, Receiving Party shall promptly return or destroy Confidential Information and certify such return or destruction. Breach of this Section will cause irreparable harm for which monetary damages may be inadequate; the disclosing party is entitled to injunctive relief in addition to other remedies.

GOVERNING LAW AND 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 law principles. The parties shall first seek to resolve disputes in good faith through negotiation. If unresolved within 30 days, the parties may pursue any available legal or equitable remedies in the courts of the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, including the Key Personnel profiles and any written attachments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

CERTIFICATION OF ACCURACY

Service Provider certifies that the information provided in the Key Personnel profiles is true and accurate to the best of its knowledge and that each individual listed is authorized to perform the services described. Client may verify qualifications and background information.

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