Business CAP Document

Business CAP Document

This Business Corrective Action Plan ("CAP") is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client has identified performance, compliance, or process deficiencies that require a documented corrective action plan to remediate, mitigate recurrence, and protect business operations; and

WHEREAS, Provider represents that it has the technical capability, resources, and personnel to design and implement corrective actions described in this CAP and to monitor and report on their effectiveness; and

WHEREAS, the parties desire to set forth the scope, schedule, payment, confidentiality and other terms governing the CAP work described below.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider for services performed under this CAP in accordance with the following payment terms. All amounts are payable in United States currency unless otherwise agreed in writing.

Any undisputed amount not received within the period agreed in the Payment Schedule shall accrue interest at the lesser of: (i) per month; or (ii) the maximum rate permitted by law. In addition, Client shall pay a late fee of for invoices overdue more than days.

TERM AND TERMINATION

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

Either party may terminate this CAP for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver a final report of work performed and Client shall pay for all work performed and non-cancellable commitments incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this CAP, "Confidential Information" means all non-public, proprietary, or business information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the CAP, whether disclosed orally, in writing, or electronically, including but not limited to technical data, processes, facilities, internal reports, security findings, financial information, and customer information.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this CAP; (b) restrict disclosure to those employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality no less protective than those set forth herein; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was already lawfully in the Receiving Party's possession prior to disclosure; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The obligations under this Confidentiality section shall survive termination of this CAP for a period of three (3) years, except that trade secrets shall be protected for as long as such status is recognized under applicable law. Breach of this section shall entitle the Disclosing Party to injunctive relief in addition to any other remedies at law or in equity.

GOVERNING LAW

This CAP 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 hereby submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising under this CAP.

ENTIRE AGREEMENT

This CAP, including all attachments, exhibits, and statements of work expressly incorporated by reference, 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 or modification of this CAP will be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this CAP is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure by either party to enforce any right shall not constitute a waiver of that right. Notices required under this CAP shall be in writing and delivered to the addresses provided by the parties.

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