Triennial Business Document Template

Triennial Business Document Template

Parties

Recitals

WHEREAS, Party A provides professional services, consulting, and deliverables as described in this Agreement to Party B; and

WHEREAS, the parties desire to set forth the terms and conditions under which Party A will perform services for Party B on a triennial engagement basis commencing on and continuing as provided herein; and

WHEREAS, the parties intend that this Agreement govern their relationship for the initial term and any triennial renewals described below.

Scope of Work

Party A shall perform the services and deliver the work products as described in this Scope of Work. Delivery milestones, acceptance criteria, and responsibilities of each party are as follows:

Payment Terms

Compensation for the services shall be paid by Party B to Party A in accordance with the amounts and schedule set forth below. All amounts are denominated in lawful currency of the jurisdiction specified in Governing Law.

Any amount not paid within days of invoice due date shall incur interest at percent per month (or the maximum permitted by law), compounded monthly, plus reasonable collection costs.

Term and Termination

The initial term of this Agreement shall commence on and shall continue for a period of three (3) years, terminating on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

Renewal: This Agreement shall automatically renew for successive three (3) year terms unless either party provides written notice of non-renewal to the other at least days prior to the expiration of the then-current term.

Confidentiality

Each party (the "Receiving Party") shall maintain in strict confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") and shall not use such information except to perform its obligations under this Agreement. Confidential information excludes information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

The Receiving Party may disclose confidential information to the extent compelled by law or court order, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking protective relief. Upon termination of this Agreement, the Receiving Party shall return or destroy confidential materials as requested by the Disclosing Party.

Triennial Review & Compliance

The parties shall undertake a formal triennial review of performance, compliance with contractual obligations, and any regulatory or statutory changes affecting the services. The first formal review shall occur within ninety (90) days prior to the initial term expiration date identified above, and subsequent reviews shall occur every three years thereafter.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement do not violate any other agreement by which it is bound.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Aggregate liability under this Agreement shall not exceed the total amounts paid by Party B to Party A in the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflict of laws. The parties agree that exclusive venue for any dispute arising under this Agreement shall be the courts located in the county of the governing jurisdiction.

Assignment; Amendments

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or in connection with a sale of substantially all of its assets. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Entire Agreement

This Agreement, including all exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party designates in writing. Notice is effective upon receipt.

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