Business CIS Document

BUSINESS CIS DOCUMENT

Parties and Effective Date

This Business CIS Document (the Agreement) is entered into as of between Client Name: , located at

and Service Provider Name: , located at

WHEREAS

WHEREAS, Client requires certain commercial services and/or the disclosure of business information identified below for the purpose of evaluating and carrying out business activities under the terms of this Agreement; and

WHEREAS, Service Provider has the requisite expertise, personnel, and resources to provide the services and to receive, process and protect Client information in accordance with the confidentiality obligations set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

Scope of Work

Services to be provided shall include the tasks, deliverables, acceptance criteria, and milestones described in the Detailed Scope. Any material change to the scope shall be documented in a written amendment signed by authorized representatives of both parties and shall include adjustments to price and schedule where applicable.

Payment Terms

All amounts are payable in United States dollars unless otherwise agreed in writing. Service Provider shall submit invoices consistent with the Payment Schedule. Client shall pay undisputed invoices within thirty (30) days of receipt. Disputed amounts shall be notified in writing with detailed grounds for dispute and the undisputed portion shall remain payable in accordance with this Agreement.

Term and Termination

This Agreement becomes effective on and shall continue until unless earlier terminated in accordance with this section.

By checking this box, parties agree that the Agreement will automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination for convenience by either party requires written notice in accordance with the Notice provision below.

Confidentiality

"Confidential Information" means any non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in any 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 business plans, financial data, customer lists, pricing, and technical information. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party’s lawful possession without restriction at the time of disclosure; (c) is rightfully obtained from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

Receiving Party shall safeguard Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Receiving Party shall use Confidential Information solely to perform obligations under this Agreement and shall not disclose such information to third parties except to employees, agents, or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or expiration of this Agreement, Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party and certify such destruction if requested.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables and work product created specifically for Client under this Agreement. Service Provider represents that deliverables will be original and will not infringe third-party intellectual property rights. Pre-existing materials and tools owned by Service Provider shall remain Service Provider’s intellectual property; Service Provider grants Client a non-exclusive, non-transferable license to use such pre-existing materials only as incorporated into the deliverables.

Representations, Warranties and Indemnity

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Each party shall indemnify, defend and hold the other harmless from third-party claims arising from the indemnifying party’s gross negligence, willful misconduct, or breach of its representations or obligations under this Agreement.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located within that state for any dispute arising under or relating to this Agreement.

Entire Agreement; Amendment; Notices

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties. Notices required by this Agreement shall be in writing and delivered to the addresses listed above or such other address as a party may designate in writing.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or intellectual property obligations and agree that equitable relief may be appropriate in such circumstances in addition to any other remedies available at law or in equity.

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