Business Agreement P&P unsigned

BUSINESS AGREEMENT P&P UNSIGNED

This Business Agreement ("Agreement") is made and entered into between:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain policies and procedures services as described herein, and Service Provider represents that it has the expertise, personnel, and resources to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties intend to set forth the scope, payment terms, confidentiality obligations, and other material terms that will govern their relationship for the performance of the Services;

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

Service Provider shall perform the policies and procedures services described below in a professional and workmanlike manner consistent with industry standards. The specific tasks, deliverables and milestones are to be set forth by the parties and may be amended by written agreement.

2. PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the following terms:

Unless otherwise agreed in writing, invoices are due net days from invoice date. Late payments shall accrue interest at on the outstanding balance, or the maximum rate permitted by law, whichever is less.

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3. TERM AND TERMINATION

This Agreement shall commence on (the "Effective Date") and shall continue in effect until , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party (Discloser) to the other (Recipient), whether oral, written, electronic, or embodied in any tangible form, 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, procedures, financial information, trade secrets, customer lists, software, and technical data.

Recipient shall (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted in this Agreement; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. These obligations do not apply to information that: (i) is or becomes generally available to the public through no fault of Recipient; (ii) was rightfully known by Recipient prior to disclosure; (iii) is rightfully obtained by Recipient from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of Confidential Information.

5. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from willful misconduct, gross negligence, or a party's breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, punitive or special damages, and each party's aggregate liability shall not exceed the total amount paid or payable under this Agreement in the twelve (12) months preceding the claim.

6. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand, certified mail (return receipt requested), or overnight courier.

7. 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 consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including all schedules and attachments referenced 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. Any amendment or modification to this Agreement must be made in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be unenforceable, illegal, or invalid, such provision shall be reformed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest of substantially all the assigning party's assets or business.

SIGNATURES

The parties, through their duly authorized representatives, have executed this Agreement as of the dates indicated below.

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