Business CLIS Document

BUSINESS CLIS DOCUMENT

This Business CLIS Agreement (the Agreement) is entered into effective as of by and between:

Service Provider Name:   Service Provider Address:

Client Name:   Client Address:

Recitals

WHEREAS, Service Provider possesses expertise and resources to perform certain consulting, information-handling, licensing and related services described herein; and

WHEREAS, Client desires to retain Service Provider to provide such services and to receive from Service Provider certain confidential or proprietary information in connection with those services; and

WHEREAS, the parties desire to define the scope, payment, confidentiality obligations and other terms under which Service Provider will provide services and Client will compensate Service Provider.

Scope of Work

Service Provider shall perform the services described above with due professional care and in accordance with the schedule set forth in the project plan. Any material change to the scope of work shall be documented in a written change order executed by authorized representatives of both parties.

Payment Terms

Any amount not paid within days after the due date shall bear interest at the lesser of the maximum rate permitted by law or per month. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

The term of this Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall expire on .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical or financial information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that ought reasonably to be understood as confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, client lists, project data, trade secrets, methodologies, pricing, and proprietary software or code.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and take reasonable measures to protect it, not less than those used to protect its own confidential materials; (b) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. The foregoing obligations shall not apply to information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed without using the other party's Confidential Information; or (iv) is required to be disclosed by law, provided that the Receiving Party gives prompt written notice and cooperates to seek protective relief where appropriate.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. The parties acknowledge that monetary damages may be inadequate and that either party may obtain injunctive relief to prevent breaches of confidentiality.

Data Handling and License

All data, reports and deliverables prepared by Service Provider in connection with the services shall be owned by Client, subject to Service Provider's right to retain a backup copy for records and to use aggregated, non-identifiable data for internal purposes. To the extent Service Provider incorporates pre-existing proprietary materials or tools, Service Provider grants Client a non-exclusive, non-transferable license to use such materials solely for Client's internal business purposes in connection with the deliverables.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by notice. Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three (3) days after deposit with a nationally recognized overnight courier.

Governing Law; Remedies

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement, subject to equitable relief as provided above.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

Entity Type (Optional)

Service Provider entity type: Sole Proprietor Corporation Limited Liability Company Other

Client entity type: Sole Proprietor Corporation Limited Liability Company Other

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