Business C Line Document

Business C Line Document

Parties

Recitals

WHEREAS, Company is engaged in the business of providing certain goods and services described herein and possesses the experience and personnel necessary to perform those services;

WHEREAS, Counterparty desires to retain Company to perform the services set forth in this Business C Line Document and Company agrees to perform such services on the terms and conditions contained in this Agreement;

WHEREAS, the parties agree that this Agreement shall become effective on the Effective Date:

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

Scope of Work

Company shall provide the services, deliverables, and performance described below. Company shall perform services in a professional manner consistent with industry standards and in accordance with the schedule agreed by the parties.

Payment Terms

Compensation to Company shall be as set forth below. All monetary amounts are denominated in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted by Company in accordance with the Payment Schedule. Counterparty shall make payment within days of receipt of a properly rendered invoice. Overdue amounts shall accrue interest and late charges as set forth below.

If Counterparty fails to pay any amount when due, Company may suspend performance upon five (5) days' prior written notice until amounts due are paid in full. Payment obligations shall survive termination of this Agreement with respect to services rendered and expenses incurred through the date of termination.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice of breach, or immediately upon insolvency, assignment for benefit of creditors, or appointment of a receiver for the other party.

Upon termination, Company shall deliver to Counterparty all completed work products and, upon receipt of payment for services performed through the effective date of termination, shall provide reasonable cooperation to effect an orderly transition of services.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or would reasonably be considered confidential under the circumstances. Confidential Information excludes information that (a) is or becomes publicly known through no breach by the receiving party, (b) is already known by the receiving party prior to disclosure as demonstrated by written records, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for performance under this Agreement, (ii) limit disclosure to employees or agents with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) take reasonable measures to protect the confidentiality and prevent unauthorized use or disclosure. The obligations of confidentiality shall survive termination for a period of years.

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 conflicts of laws principles. The parties agree to negotiate in good faith to resolve disputes. If the parties cannot resolve a dispute within sixty (60) days, either party may pursue any available remedies in the courts located in the chosen jurisdiction.

Miscellaneous

Amendments to this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, including any exhibits and attachments signed by the parties, constitutes the complete and exclusive statement of the agreement between the parties regarding its subject matter and supersedes all prior proposals, understandings, negotiations and other agreements, whether written or oral, relating to the same subject matter.

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