Business CIF Document

Business CIF Document

This Business CIF Document (the "Agreement") is entered into as of between the parties identified below.

WHEREAS

WHEREAS, Service Provider desires to provide and Client desires to obtain certain business services and related deliverables described herein in accordance with the terms and conditions of this Agreement.

WHEREAS, the parties intend to exchange and record certain corporate and client information for performance, billing, compliance and record-keeping purposes (the "CIF Information"), and each party represents that the CIF Information provided is accurate and complete to the best of its knowledge.

WHEREAS, the parties agree to the terms set forth below, including confidentiality, payment, and governing law provisions.

PARTY IDENTIFICATION

SCOPE OF WORK

Service Provider will perform the services and deliverables described below. Deliverables, milestones, acceptance criteria, and any specifications must be set forth in writing within this scope or by attachment.

PAYMENT TERMS

Client shall pay Service Provider a total fee of USD in accordance with the payment schedule below. All fees are exclusive of taxes unless otherwise stated.

Late payments shall bear interest at a rate of on the outstanding balance, calculated monthly and compounded where permitted by law. Client will also reimburse reasonable collection costs, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other information disclosed by a party (Disclosing Party) to the other (Receiving Party) in any form, whether marked confidential or not, that is identified as confidential at disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Receiving Party shall: (a) use Confidential Information solely to perform under this Agreement; (b) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound to confidentiality obligations at least as restrictive as those herein; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses for its own confidential information, but no less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of Receiving Party; (ii) was known to Receiving Party prior to disclosure without restriction; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of Confidential Information. If Receiving Party is compelled by law or valid process to disclose Confidential Information, Receiving Party will provide prompt written notice to Disclosing Party where permitted, and cooperate to obtain a protective order or other remedy.

All Confidential Information, including copies, shall be returned or permanently destroyed upon written request of Disclosing Party. The obligations of confidentiality will survive termination of this Agreement for years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties will attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the county specified by the governing law, and each party consents to exclusive jurisdiction and venue.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate power and authority to enter into and perform its obligations under this Agreement and that execution and performance will not violate any agreement or law applicable to it. Service Provider further warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

CERTIFICATIONS AND ADDITIONAL INFORMATION

By signing below, the signatory for each party certifies that the CIF Information provided in this document is true, complete and accurate, that the signatory is authorized to bind the respective party, and that the party agrees to comply with the terms of this Agreement.

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