Business CDF Document

BUSINESS CDF DOCUMENT

Parties

Recitals

WHEREAS, Client Name: seeks to engage Service Provider to perform certain business CDF services as set forth herein;

WHEREAS, Service Provider Name: represents that it has the expertise, personnel, and resources necessary to perform the Scope of Work described below;

WHEREAS, the parties desire to set forth the terms and conditions governing the provision of those services effective as of Effective Date: .

Scope of Work

Service Provider will perform the business CDF services and deliverables as described below. Deliverables, milestones, and acceptance criteria must be set forth with sufficient detail to permit objective determination of performance. Any changes to the Scope of Work require a written change order signed by both parties.

Payment Terms

Client shall pay Service Provider the fees and expenses described below in consideration for the Scope of Work. All amounts are in U.S. dollars unless otherwise stated. Invoices shall be payable net as set forth herein.

Late payments shall accrue interest at the Late Payment Fee rate specified above, compounded monthly, plus all reasonable collection costs and attorneys' fees incurred by the non-defaulting party.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within Cure Period: days after receipt of written notice. Either party may terminate for convenience upon Notice Period: days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information, whether written, electronic, or oral, 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. Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality. Disclosures required by law or compelled by subpoena are permitted provided the receiving party gives prompt notice to the disclosing party and cooperates to seek a protective order.

Warranties; Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for the express warranty stated herein, services are provided "AS IS" and each party disclaims all other warranties, express or implied. Neither party shall be liable for indirect, incidental, consequential, punitive or special damages; each party's aggregate liability for claims arising under this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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. Exclusive venue for any dispute arising under this Agreement shall be in the state or federal courts located in that state, and each party submits to the personal jurisdiction of those courts.

Entire Agreement

This Agreement, together with any executed statements of work and change orders, 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 written or oral. No amendment or waiver shall be effective unless 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 party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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