Business CANR Document

Business CANR Document

This Business CANR Document (the Agreement) is entered into as of between the parties identified below.

RECITALS

WHEREAS, Client Name: engages Service Provider Name: to perform certain business services described below; and

WHEREAS, the parties desire to set forth the terms governing confidentiality, assignment of work product, non-restriction obligations and related provisions (collectively, the CANR obligations) in a single, binding agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. DEFINITIONS

"Confidential Information" means non-public information disclosed by a party, whether oral, written or electronic, that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business plans, financial information, technical data, customer lists, pricing, trade secrets, and work product.

2. SCOPE OF WORK

3. PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below. All amounts are exclusive of applicable taxes unless otherwise stated.

Payment Due: invoices are due within days of invoice date. Late payments shall accrue interest at per month (or the maximum legal rate if lower), plus reasonable collection costs.

4. TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate upon written notice delivered at least days prior to the intended termination date. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure the breach within 15 days after receiving written notice specifying the breach.

Effect of Termination: Upon termination, Service Provider shall promptly deliver all completed and in-progress deliverables, and Client shall pay all undisputed amounts due for work performed through the effective date of termination. Sections relating to Confidentiality, Assignment, Payment for accrued fees, Governing Law and Indemnity shall survive termination.

5. CONFIDENTIALITY

Each party shall maintain Confidential Information in strict confidence and shall not disclose it to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as this Agreement. Confidential Information shall be used solely to perform the obligations under this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure as demonstrated by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Remedies: The parties acknowledge that monetary damages may be insufficient for a breach of this Section and that injunctive relief and other equitable remedies may be appropriate in addition to any other remedies available at law or in equity.

6. ASSIGNMENT AND NON-RESTRICTION

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or pursuant to a merger, acquisition or sale of substantially all assets of the assigning party provided the assignee assumes all obligations hereunder.

Non-Restriction: Except as expressly set forth in any separate non-compete or non-solicitation written agreement between the parties, nothing in this Agreement shall be construed to impose a perpetual restriction on either party's ability to do business following termination; however, parties remain bound by the confidentiality and non-disclosure terms set forth herein.

7. INTELLECTUAL PROPERTY AND ASSIGNMENT OF WORK PRODUCT

Ownership: Unless otherwise agreed in writing, Client shall own all right, title and interest in deliverables and work product specifically commissioned and paid for under this Agreement. Service Provider hereby assigns to Client all right, title and interest in such deliverables and work product, including all intellectual property rights.

Pre-Existing Materials: Service Provider retains ownership of any tools, methodologies or pre-existing materials used in performing services, provided that Service Provider grants Client a nonexclusive, royalty-free license to use any pre-existing materials embedded in the deliverables solely for Client's internal business purposes.

8. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider represents that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Each party shall indemnify the other against third-party claims arising from its breach of this Agreement or willful misconduct.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments specifically incorporated in writing, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, proposals and agreements. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the contact information for each party set forth below.

12. MISCELLANEOUS

Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any subsequent breach.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be deemed original signatures for all purposes.

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