Business CLPC Document

Business CLPC Document

This Business CLPC Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Provider Name: ("Provider").

RECITALS

WHEREAS, Client is engaged in the business of conducting commercial activities and desires to retain Provider to perform certain professional, consulting or licensing services as set forth herein; and

WHEREAS, Provider represents that it has the requisite expertise, licenses and resources to perform such services and is willing to perform those services for Client on the terms and conditions contained in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of the services to be provided.

SCOPE OF WORK

Provider shall perform the services described below in accordance with the specifications, milestones and deliverables agreed by the parties. Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider for the services in accordance with the following terms. All amounts payable under this Agreement are payable in U.S. Dollars unless otherwise agreed in writing.

Unless otherwise stated, late payments shall bear interest at the rate set forth above from the date due until paid. Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees, if applicable.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation hereunder 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 and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all information disclosed by one party to the other party, whether in written, oral, 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. Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of this Agreement by the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information only for the purposes of performing under this Agreement; (ii) restrict disclosure of Confidential Information to its employees, agents or subcontractors who have a need to know and are bound by written confidentiality obligations at least as protective as those set forth herein; and (iii) take reasonable measures to protect the confidentiality of such information. The obligations of confidentiality shall continue for a period of following termination or expiration of this Agreement.

Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the extent required by applicable law or court order, provided that, to the extent legally permitted, the receiving party gives prompt written notice to the disclosing party and cooperates reasonably in any efforts to limit the scope of such disclosure.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses or liabilities to the extent caused by the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. The indemnified party shall provide prompt written notice of a claim and permit the indemnifying party to control the defense and settlement of the claim, provided that the indemnifying party may not settle any claim that imposes obligations on or admits fault by the indemnified party without its prior written consent.

Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed or the total fees paid by Client to Provider under this Agreement, whichever is greater.

ASSIGNMENT; SUBCONTRACTING

Neither party may assign its rights or delegate its obligations under this Agreement 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. Provider may engage subcontractors, provided Provider remains responsible for the performance of the subcontracted work and compliance with this Agreement.

GOVERNING LAW

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 disputes arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision achieving, to the extent possible, the parties' original intent. Failure to enforce any provision shall not constitute a waiver.

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