Business CC Document

Business CC Document

Parties and Effective Date

This Business CC Document (the Agreement) is entered into as of (Effective Date) by and between:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services and has the experience and capability to perform the services described below; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the work and provide the services described below. The description sets forth sufficient detail to permit performance and measurement of the work.

Payment Terms

Client shall pay Service Provider the fees and reimbursements in accordance with this section. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Credit Card Authorization

Client authorizes Service Provider to charge amounts due under this Agreement to the Client's credit card as set forth below. Authorization applies to initial charge and, where indicated, to recurring charges as described in the Payment Schedule.

Visa   Mastercard   American Express   Other

Client authorizes recurring charges in accordance with the Payment Schedule above.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above after receipt of written notice. Termination does not relieve Client of obligations to pay for services performed through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical or financial information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession before receipt; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the receiving party without reference to Confidential Information.

Each party shall: (i) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (ii) restrict disclosure of Confidential Information to those employees, contractors and agents having a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. These confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as 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 the State of without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located within that State.

Representations; Limitation of Liability

Each party represents that it has the full right, power and authority to enter into and perform under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Entire Agreement

This Agreement (including any exhibits or attachments expressly incorporated herein) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, statements or representations, whether written or oral. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, provided that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices must be in writing and delivered in accordance with the contact information provided in the Parties section above.

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