Business CANTS Document

BUSINESS CANTS DOCUMENT

This Business CANTS Document (the "Agreement") is entered into by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain business advisory, compliance, and transactional support services described herein; and

WHEREAS, Service Provider represents that it possesses the experience, personnel, and capacity to provide such services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the provision and payment for such services under the terms set forth below.

SCOPE OF WORK

Service Provider shall perform the services described in this section and any attachments incorporated by reference. Services shall be performed in a professional manner consistent with industry standards and in compliance with applicable law.

PAYMENT TERMS

Client shall pay Service Provider for the services rendered as follows. All amounts are in U.S. dollars unless otherwise indicated.

Unless otherwise agreed in writing, Client shall pay undisputed invoices within the period set forth in the Payment Schedule. Overdue amounts shall accrue the Late Payment Fee and Service Provider may suspend performance after ten (10) days' written notice for non-payment.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information designated as confidential or which by its nature should reasonably be understood to be confidential. Each party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees, agents, and permitted advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement, is independently developed without use of the other party's Confidential Information, or is required to be disclosed by law or valid legal process, provided the disclosing party gives prompt written notice to the other and cooperates in any lawful attempt to limit disclosure.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and general methodologies. Upon full payment, Service Provider grants Client a non-exclusive, worldwide license to use deliverables reasonably necessary for Client's internal business purposes. Any third-party materials included in deliverables remain subject to their respective licenses, and Client shall be responsible for obtaining any required third-party licenses.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other against claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NO PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES EXCEPT IN CASES OF WILLFUL MISCONDUCT.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses below or at such other address as either party may designate by written notice in accordance with this section.

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 disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

REPRESENTATIONS AND CERTIFICATIONS

Each party represents and warrants that: (a) it has the full right, power and authority to enter into this Agreement; (b) the execution and performance of this Agreement will not violate any other agreement to which it is bound; and (c) the individual signing this Agreement has been duly authorized to bind the party for whom they sign.

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