Business CIACIA Document

Business CIACIA Document

This Business CIACIA Document (the "Agreement") is entered into as of Effective Date: by and between Party A Name: whose principal place of business is (hereinafter "Disclosing Party"), and Party B Name: whose principal place of business is (hereinafter "Receiving Party"). Each of Disclosing Party and Receiving Party may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Disclosing Party possesses certain confidential business information, trade secrets, technical and operational data, and commercial terms that it deems proprietary and valuable; and

WHEREAS, Receiving Party desires to receive certain Confidential Information for the limited purpose of evaluating and performing the services described in this Agreement, and Disclosing Party is willing to disclose such information subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows.

Scope of Work

Payment Terms

Total Compensation: $ payable in accordance with the schedule below. All amounts are exclusive of applicable taxes unless otherwise stated.

Invoicing: Invoices shall be submitted to the payor at the following billing address:

Late Payment: Any undisputed amount not paid within days of invoice shall accrue interest at a rate of (or the maximum permitted by applicable law, if lower). The right to charge interest is in addition to any other remedies.

Term and Termination

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either Party may terminate this Agreement for any reason upon written notice to the other Party not less than days prior to the effective date of termination.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve any accrued payment obligations.

Confidentiality

Definition: "Confidential Information" means all non-public business, technical, financial, and strategic information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, visually, or in writing, and includes but is not limited to pricing, customer lists, designs, methodologies, trade secrets, software, and business plans.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event 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 without the prior written consent of Disclosing Party, except to receiving party's employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement by Receiving Party; (ii) is rightfully received by Receiving Party from a third party without restriction and without breach of an obligation of confidentiality; (iii) is independently developed by Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in any lawful effort to limit disclosure.

Return or Destruction: Upon termination of this Agreement or upon Disclosing Party's written request, Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify in writing that it has complied with this obligation, except for one archival copy retained solely for compliance purposes.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties agree that the state and federal courts located in the chosen jurisdiction shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement 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 oral or written. Any amendment or modification must be in writing and signed by an authorized representative of each Party.

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 in connection with a merger, acquisition, or sale of substantially all of its assets without such consent.

Remedies: The Parties acknowledge that a breach of the confidentiality provisions of this Agreement would cause irreparable harm for which monetary damages may be an insufficient remedy and that, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief.

Notices

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