Business CIB Document

BUSINESS CIB DOCUMENT

This Business CIB Document (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address:

and Provider Name: with principal address:

RECITALS

WHEREAS, Client conducts business operations that require the disclosure and protection of confidential business information and desires to retain Provider to perform certain services in connection with those operations; and

WHEREAS, Provider has the experience, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide such services to Client subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services and deliverables described below in accordance with the timelines and standards of performance set forth. The parties acknowledge and agree that any changes to the Scope of Work shall be made only by written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Provider fees in the amounts and according to the schedule set forth below. All fees are exclusive of taxes and are due as provided in this Section.

All undisputed invoices are payable within days of receipt. Disputed amounts must be asserted in writing within the payment period and both parties will act in good faith to resolve any dispute.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party given no fewer than days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination or for any non-cancellable obligations.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether in oral, written, electronic, or other form, 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, including but not limited to business plans, financial data, customer lists, trade secrets, technical information, and proprietary methodologies.

The receiving party shall (i) hold the Confidential Information in strict confidence and use it solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to those of its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) not disclose Confidential Information to any third party without the prior written consent of the disclosing party.

The obligations under this Section shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice and cooperates with reasonable efforts to limit the disclosure.

Upon termination or expiration of this Agreement, the receiving party shall, at the disclosing party's option, return or destroy all Confidential Information and certify in writing that it has done so, except to the extent retention is required for legal or compliance reasons.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to principles of conflict of laws.

MISCELLANEOUS

Assignment. Neither party may assign or transfer this Agreement or any of its rights or obligations 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 provided the assignee assumes all obligations hereunder.

Waiver; Severability. No waiver of any breach shall be deemed a waiver of any subsequent breach. If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect.

Notices. All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing. Notices are effective upon receipt.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written amendments signed by the parties, 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.

NOTICES FOR PAYMENT AND ADMINISTRATION

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