Business CEAR Package

Business CEAR Package

Parties

Recitals

WHEREAS, Client Name: desires to procure certain consulting, evaluation, acceptance and release services as described herein; and

WHEREAS, Service Provider Name: has represented that it possesses the expertise and capacity to deliver the Business CEAR Package in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective responsibilities, payment structure, confidentiality obligations and terms of engagement in a binding agreement effective as of Effective Date: .

Scope of Work

Service Provider shall perform the following services and deliverables as part of the Business CEAR Package. The description below shall form an enforceable scope of work and shall include methodologies, acceptance criteria and any assumed dependencies.

Payment Terms

Client shall pay Service Provider the compensation set forth below in consideration for the performance of the Scope of Work. All fees are exclusive of taxes unless expressly stated otherwise.

Unless otherwise agreed in writing, invoices are due within days of receipt. Late payments shall accrue interest as specified above, and Client shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within Cure Period (days): after receipt of written notice specifying the breach. Either party may terminate for convenience by providing Notice Period (days): days' prior written notice.

Upon termination, Service Provider shall deliver to Client all work in progress and final deliverables completed through the termination date, and Client shall pay Service Provider for all services performed and reasonable, documented expenses incurred up to the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other party, whether disclosed orally, visually, in writing or electronically, 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. Confidential Information excludes information that (i) is or becomes generally available to the public through no breach of this Agreement, (ii) was in the receiving party's lawful possession prior to disclosure, (iii) is disclosed to the receiving party by a third party without restriction, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each receiving party shall (a) hold the disclosing party's Confidential Information in strict confidence and take reasonable measures to protect it from unauthorized disclosure, (b) use the Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations in this Section shall survive termination of this Agreement for Confidentiality Duration (years): years.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the parties cannot resolve a dispute through negotiation within thirty (30) days, either party may pursue any available remedies in the courts of the governing state.

Miscellaneous

Entire Agreement: This Agreement, including any attachments and appendices, 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. Any amendment or modification must be in writing signed by duly authorized representatives of both parties.

Assignment: Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets, provided that the assignee assumes the obligations hereunder.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and reasonable costs (including attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Acceptance

Deliverables will be deemed accepted when Client provides written acceptance or fails to provide written notice of rejection specifying the reasons for rejection within Acceptance Period (days): days after receipt. If Client rejects a deliverable, Service Provider shall use commercially reasonable efforts to correct the deficiencies and resubmit for acceptance.

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