Business Behaviour Document

BUSINESS BEHAVIOUR DOCUMENT

Company Name:   Other Party Name:   Effective Date:

WHEREAS

WHEREAS, Company Name is engaged in the operation of its business and requires that all persons and entities performing services or interacting on its behalf conduct themselves in a manner consistent with the professional standards, ethical requirements, and compliance obligations of the business; and

WHEREAS, Other Party Name has agreed to provide services and to adhere to the standards of behaviour, confidentiality, and reporting described in this Business Behaviour Document in connection with the relationship between the parties; and

WHEREAS, the parties wish to set forth the obligations, payment terms, term and termination provisions, and other material terms governing conduct, remuneration, and the protection of confidential information.

Scope of Work and Behavioural Requirements

The parties agree that the behavioural obligations described below form an integral part of the services to be provided. The Other Party shall at all times act in good faith, avoid conflicts of interest, comply with applicable laws and Company policies, and maintain professional conduct toward employees, clients, contractors, and third parties.

Payment Terms

In consideration for the behavioural services and compliance obligations described herein, Company will compensate Other Party in accordance with the terms set forth below.

Payments are due within the period specified in the Payment Schedule following receipt of a proper invoice. Late payments shall incur the Late Payment Fee set forth above compounded monthly or the maximum amount permitted by law, whichever is less. Company may withhold payments to the extent permitted by applicable law to satisfy claims for breach or unresolved disputes.

Term and Termination

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

Either party may terminate this Agreement for cause if the other party materially breaches a material obligation and fails to cure such breach within the Notice Period after receipt of written notice specifying the breach. Company may terminate for convenience upon providing the Notice Period of written notice to Other Party. Upon termination, Other Party shall return Company property and Confidential Information and shall be paid only for services performed and accepted up to the effective date of termination subject to set-off for breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, client lists, pricing, trade secrets, technical data, and personnel records.

Other Party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform under this Agreement; (c) limit disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (d) promptly notify Company of any unauthorized use or disclosure. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

Upon termination or expiration, Other Party shall return or destroy, at Company's election, all Confidential Information and certify such return or destruction in writing within fifteen (15) days. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, or as long as the information retains trade secret protection under applicable law, whichever is longer.

Acknowledgement of confidentiality obligations:

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, excluding conflicts of law principles that would require application of the laws of another jurisdiction. The parties submit to the exclusive jurisdiction of the courts located in the chosen state for purposes of enforcing this Agreement.

Entire Agreement

This Agreement, together with any documents incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing signed by both parties.

If any provision of this Agreement is held unenforceable, the remainder of the Agreement shall remain in full force and effect and the unenforceable provision shall be replaced by an enforceable provision that most closely matches the parties' intent.

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