Business CDPG Template

BUSINESS CDPG TEMPLATE

This Business CDPG Template (the "Agreement") is made effective as of by and between having a principal place of business at (hereinafter "Provider"), and having a principal place of business at (hereinafter "Client"). Provider and Client may be referred to collectively as the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing consulting, development, and program governance services specifically tailored to business continuity, data protection and governance ("CDPG Services"); and

WHEREAS, Client desires to obtain CDPG Services from Provider and Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their mutual rights and obligations with respect to the performance, payment, confidentiality, and governance of the CDPG Services.

SCOPE OF WORK

The Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, acceptance criteria, and any specific resource commitments shall be documented in writing and incorporated into this Agreement as appendices or statement(s) of work.

PAYMENT TERMS

Any amount not paid by the Client when due shall accrue interest at the lesser of (a) a rate of or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Provider in enforcing payment obligations where permitted by law.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for material breach by the other Party upon providing written notice of the breach and a period to cure such breach. Termination shall not relieve the Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public, proprietary or confidential information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. The Receiving Party shall: (a) hold the Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses to protect its own confidential information (but not less than a reasonable degree of care); (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely to perform obligations or exercise rights under this Agreement.

Exceptions: Confidential Information shall not include information that is or becomes publicly available without breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or valid subpoena, provided the Receiving Party gives the Disclosing Party prompt written notice to permit the Disclosing Party to seek protective relief where practicable.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any disputes arising under this Agreement, to the extent permitted by law.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, appendices and statement(s) of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its business assets provided that the assignee assumes Provider's obligations hereunder in writing.

Independent Contractors: The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into and perform under this Agreement, that the person signing on its behalf is authorized to do so, and that the execution and performance of this Agreement will not breach any other agreement to which such Party is a party.

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