Business CCG Document

BUSINESS CCG DOCUMENT

This Business Consulting and Collaboration Agreement (the "Agreement") is entered into as of , by and between:

Recitals

WHEREAS, Client Name: desires to obtain certain consulting, collaboration and related business services as set forth in this Agreement;

WHEREAS, Service Provider Name: has the expertise and capacity to provide such services under the terms and conditions set forth herein;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the engagement and the protection of Confidential Information disclosed in connection with the engagement.

Scope of Work

Service Provider will perform the services and deliverables described below. The description below constitutes the initial Scope of Work and may be amended only by written agreement of the parties.

Payment Terms

In consideration for Services rendered under this Agreement, Client shall pay Service Provider in accordance with the following terms.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice describing the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reasonable non-cancellable expenses incurred through the effective date of termination. Service Provider shall deliver all work product for which Client has paid in full.

Confidentiality

"Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other, whether oral, written or electronic, which is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the receiving party's possession at the time of disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Upon written request, the receiving party shall return or destroy Confidential Information, except to the extent retention is required by law, provided that retained copies remain subject to the confidentiality obligations of this Agreement.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from a party's willful misconduct or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total amounts paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any statements of work or exhibits 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 it is in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all assets. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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