Business CAF Document

BUSINESS CAF DOCUMENT

This Business CAF Document (the Agreement) is entered into as of Effective Date: by and between Party A: , Entity Type: Sole Proprietorship LLC Corporation and Party B: , Entity Type: Sole Proprietorship LLC Corporation.

Party A Address:   Contact:

Party B Address:   Contact:

RECITALS

WHEREAS, Party A is engaged in the business of providing business facilitation, consulting, and administrative services and has experience, personnel, and systems capable of performing the services described herein;

WHEREAS, Party B wishes to engage Party A to perform certain facilitation and administrative functions listed below, and Party A agrees to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality and other material terms governing their relationship.

SCOPE OF WORK

The services shall include, without limitation, the tasks described above and any mutually agreed written amendments. Party A shall perform services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Invoices shall be issued by Party A in accordance with the payment schedule. Unless otherwise agreed in writing, payments are due within days of invoice receipt. Past due amounts shall bear interest at the rate of per month, calculated daily and compounded monthly, or the maximum rate permitted by law if lower.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Party B shall pay Party A for all services performed and reimbursable expenses incurred through the date of termination. Sections regarding confidentiality, indemnification, and governing law shall survive termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party (Discloser) to the other party (Recipient), whether oral, written or electronic, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, financial information, customer lists, pricing, trade secrets, and technical data.

The Recipient shall (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach by Recipient; (b) was known to Recipient prior to disclosure as shown by written records; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. Exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall be in the courts located in the chosen jurisdiction unless otherwise mutually agreed in writing.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral.

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

Representations & Warranties: Each party represents and warrants that it has full power and authority to enter into and perform this Agreement and that execution of this Agreement has been duly authorized by all necessary corporate or other action.

Indemnification: 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 breach of this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

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