Business CCI Document

BUSINESS CCI DOCUMENT

This Business CCI Document ("Agreement") is entered into between Client Name: and Service Provider Name: (each a "Party" and together the "Parties") effective as of Effective Date: .

WHEREAS

WHEREAS, Client requires certain commercial, proprietary and customer-related information and services related to Client's business operations, and desires to engage Provider to perform the services described in this Agreement.

WHEREAS, Provider represents that it has the qualifications, experience and personnel necessary to perform the services and to receive and safeguard Confidential Information (as defined below) in connection with the performance of such services.

WHEREAS, the Parties wish to set forth their respective rights and obligations regarding the scope of services, compensation, confidentiality, term and termination, and governing law.

Scope of Work

Provider shall perform the services described in the Scope of Work with the degree of skill and care ordinarily exercised by providers of similar services in the industry and in accordance with the schedule and deliverables set forth herein.

Payment Terms

Total Contract Amount: $

First Payment Due:    Payment Method:

Late Fee: If any payment is not received within Late Fee Grace Period days after the applicable due date, Client shall pay a late fee equal to % per month on the overdue amount, together with all costs of collection, including reasonable attorneys' fees. Grace Period (days):

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue in full force and effect until End Date: , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party not less than days prior to the intended termination date.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the nature of the breach.

Confidentiality

Definition: "Confidential Information" means all non-public, proprietary or confidential information disclosed by one Party ("Discloser") to the other Party ("Recipient"), whether disclosed orally, visually or in writing, that is designated 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, customer lists, pricing, financial data, marketing strategies, technical data, business plans and trade secrets.

Obligations: Recipient shall (i) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (iii) disclose Confidential Information only to employees, contractors or agents having a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by Recipient; (b) was lawfully in Recipient's possession prior to disclosure; (c) is rightfully obtained by Recipient from a third party without restriction on use or disclosure; or (d) is independently developed by Recipient without reference to Discloser's Confidential Information.

Remedies: The Parties acknowledge that monetary damages may be an insufficient remedy for breach of this Section and that the Discloser shall be entitled to seek injunctive relief and any other equitable relief in addition to other remedies available at law or equity.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

Entire Agreement; Miscellaneous

Entire Agreement: This Agreement, together with any attachments, schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that a Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall renegotiate the invalid or unenforceable provision in good faith.

Notices

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