Business CCF Document

BUSINESS CCF DOCUMENT

Parties

Recitals

WHEREAS, Client Name: (the "Client") desires to retain certain commercial services from Service Provider Name: (the "Provider") effective as of .

WHEREAS, the parties wish to set forth the terms under which the Provider will perform services and the Client will compensate the Provider, including requirements for confidentiality, deliverables, payment schedule, and termination.

WHEREAS, the parties agree that the obligations and remedies contained in this Business CCF Document are commercially reasonable and necessary to protect their respective legitimate business interests.

Scope of Work

The Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Specific tasks, deliverables, milestones, and acceptance criteria shall include the following:

Payment Terms

Compensation for the services shall be as follows. The Client shall pay the Provider the sum of USD, subject to the schedule below. All amounts are exclusive of applicable taxes unless otherwise stated.

Late payment shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. A grace period of days will apply before late fees accrue.

All payments shall be made to Provider payment account or address as provided in writing by the Provider to the Client prior to the first payment date.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party. Either party may terminate for material breach if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach.

Upon termination, the Client shall pay the Provider for all services performed and expenses incurred through the effective date of termination, and the Provider shall deliver all work-in-progress and Client materials in the Provider's possession.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other 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 includes, without limitation, business plans, technical data, specifications, pricing, customer lists, and trade secrets.

Each party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement, (ii) restrict disclosure to employees and contractors having a need to know and subject to confidentiality obligations no less protective than those herein, and (iii) take reasonable measures to prevent unauthorized disclosure. Confidentiality obligations shall survive termination for a period of years, except for trade secrets which shall be protected for so long as they remain trade secrets.

The obligations set forth herein shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided that the receiving party gives prompt written notice and cooperates with any protective measures reasonably requested.

Governing Law and Dispute Resolution

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 agree to attempt in good faith to resolve disputes through negotiation prior to initiating any arbitration or litigation. If litigation is necessary, the parties consent to the exclusive jurisdiction and venue of the courts located in the specified governing jurisdiction.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The Provider warrants that the services will be performed in a professional manner in accordance with industry standards. Each party agrees to indemnify and hold harmless the other from any third-party claims arising from breach of representations, willful misconduct, or gross negligence by the indemnifying party, subject to any limitations of liability set forth in this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No modification or amendment shall be effective except in a writing signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assigning party gives prompt notice to the other.

Notices

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