Business CITR Document

Business CITR Document

This Business CITR Document (the Agreement) is entered into as of Effective Date: by and between Client Name: , having its principal place of business at

and Service Provider Name: , having its principal place of business at

Recitals

WHEREAS, Client seeks certain business, technical and commercial services and other deliverables as set forth in this Agreement; and

WHEREAS, Service Provider maintains the capability and expertise to perform the services described herein and to provide the Confidential Information, Intellectual Property, Transaction and Referral support contemplated by the parties (collectively referred to as "CITR Services"); and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the CITR Services and related commercial terms.

Scope of Work

Service Provider shall perform the services and deliver the work product described below. The scope may include, without limitation, technical implementation, advisory services, transaction facilitation and referral coordination.

Payment Terms

Client shall pay Service Provider for the CITR Services in accordance with the following terms.

All invoices are payable within the period specified in the Payment Schedule. Client shall reimburse reasonable and documented out-of-pocket expenses incurred by Service Provider if pre-approved in writing. Failure to pay undisputed amounts when due shall entitle Service Provider to suspend performance after ten (10) days' written notice.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured 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 prior to the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes trade secrets, business plans, financial data, customer lists, technical designs, source code, pricing and referral arrangements.

The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors and professional advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is rightfully received from a third party without restriction. The obligations under this clause with respect to Confidential Information shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to pre-existing intellectual property and tools used in performing the Services. Client is granted a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes upon full payment. The parties may negotiate separate assignment or license terms for custom-developed work product in writing.

Liability; Indemnification

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party shall indemnify the other against third-party claims arising from its breach of this Agreement or its negligent acts or omissions, subject to the indemnifying party's right to control the defense and settlement of such 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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation and, if unresolved, submit to the exclusive jurisdiction of courts located in that state.

Entire Agreement; Amendment

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

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

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