Business CD Document

BUSINESS CD DOCUMENT

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

RECITALS

WHEREAS, Client is engaged in a business that requires certain proprietary, business and technical information and expertise; and

WHEREAS, Service Provider has expertise and personnel capable of performing services described in this Agreement and is willing to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services and the parties will exchange certain confidential business information.

SCOPE OF WORK

Service Provider shall perform the services described below and any related tasks reasonably necessary for completion. The parties acknowledge that the detailed description of services, deliverables and acceptance criteria are central to the obligations under this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for the services performed according to the following terms:

Overdue payments shall bear a late fee of % per month (or the maximum permitted by law), and a flat processing fee of , calculated from the date payment was due until paid in full.

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance of the services, provided that such expenses are invoiced with supporting documentation and are paid in accordance with the payment schedule.

TERM AND TERMINATION

The term of this Agreement shall commence on , and shall continue until , , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of amounts due for services performed prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non‑public business, technical or financial information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by inspection, 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.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, contractors or agents with a need to know and who are bound by obligations at least as protective as those herein, and (c) protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party without restriction prior to disclosure; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, or longer if required by applicable law for particular categories of information. The Receiving Party acknowledges that monetary damages may be insufficient to remedy a breach of this Section and that the Disclosing Party shall be entitled to equitable relief.

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the parties may pursue any remedies available at law or in equity in the courts of the chosen state.

MISCELLANEOUS

Entire Agreement: This Agreement, including all attachments and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

Severability; Waiver: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver shall be effective unless in writing and signed by the party waiving compliance.

NOTICES

Notices under this Agreement shall be sent to the addresses set forth above or to such other address as either party may designate in writing, and shall be effective upon receipt.

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