Business CGC Document

BUSINESS CGC DOCUMENT

This Business CGC Document (the "Agreement") is made and entered into as of by and between the parties identified below.

Parties

Corporation LLC Individual

Corporation LLC Individual

WHEREAS

WHEREAS, Client requires certain corporate governance and compliance advisory, documentation, and implementation services, including but not limited to board charter review, policy drafting, compliance program assessment and remediation (collectively, the "Services"); and

WHEREAS, Service Provider represents that it possesses the experience, personnel, and qualifications necessary to perform the Services and is willing to perform such Services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions that will govern the relationship between them with respect to the Services.

Scope of Work

Service Provider shall perform the Services described below. The Services shall include the deliverables, responsibilities, and standards set forth in this Agreement and in any attached statement of work. Service Provider shall perform the Services in a professional manner consistent with industry standards.

Payment Terms

As consideration for the Services, Client shall pay Service Provider the fees described in this Section. Fees are exclusive of taxes unless otherwise stated. All amounts are payable in lawful currency of the United States.

Invoices shall be issued in accordance with the Payment Schedule and are due and payable within days of receipt unless otherwise agreed in writing. Late payments shall bear interest at a rate of percent per month (or the maximum lawful rate if less). Client is responsible for all reasonable collection costs, including attorneys' fees, for overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") relating to business operations, financial information, governance materials, policies, trade secrets, customer information, assessments, or any material created or exchanged in connection with the Services. 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; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information only for the performance of this Agreement, shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), and shall not disclose Confidential Information to any third party except to its employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Indemnification and Liability

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from the Indemnitor's breach of this Agreement, willful misconduct or gross negligence. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total amount of fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

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 conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute cannot be resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in accordance with the commercial arbitration rules in the selected jurisdiction, provided that either party may seek injunctive relief in any court of competent jurisdiction to prevent irreparable harm.

Entire Agreement; Amendments

This Agreement, including all attached exhibits and any executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at their addresses set forth above (or to such other address that a party may specify in writing). Notices shall be delivered by personal delivery, certified or registered mail (postage prepaid, return receipt requested), nationally recognized overnight courier, or email with confirmation where permitted by the parties.

Certifications

Each party certifies that it has the full right, power, and authority to enter into and perform this Agreement and that the person signing this Agreement on its behalf is duly authorized to bind the party to the terms of this Agreement.

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