Business CMDR Document

BUSINESS CMDR DOCUMENT

This Business CMDR Document ("Agreement") is entered into on between ("First Party"), with principal place of business at ; and ("Second Party"), with principal place of business at .

RECITALS

WHEREAS, First Party is engaged in the business of providing commercial management, delivery, regulatory and reporting services (collectively "CMDR Services"); and

WHEREAS, Second Party desires to retain First Party to perform specified CMDR Services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend for this Agreement to set forth their entire agreement with respect to the subject matter hereof.

SCOPE OF WORK

PAYMENT TERMS

Compensation to First Party for the CMDR Services shall be:

Overdue payments shall accrue interest at % per month (prorated daily), and a late fee of may be charged for each delinquent invoice.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice. Either Party may terminate for convenience upon days prior written notice.

Termination shall not relieve either Party of obligations accrued prior to termination, including payment for services rendered and expenses incurred. Provisions which by their nature survive termination shall continue in effect.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, technical, business and financial information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, or electronically, and designated as confidential or that a reasonable person would understand to be confidential given the nature of the information.

The Receiving Party shall (a) use Confidential Information solely for the purposes of performing obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors or agents having a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) employ reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized use or disclosure.

Confidential Information shall 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 rightfully in the Receiving Party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or valid legal process, provided the Receiving Party provides prompt written notice to the Disclosing Party to allow for a protective order or other remedy.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution and delivery of this Agreement have been duly authorized by all necessary corporate action.

LIMITATION OF LIABILITY

Except for liability arising from a Party's willful misconduct, gross negligence, or breach of confidentiality, neither Party shall be liable to the other for special, incidental, consequential, punitive or exemplary damages, nor for lost profits, in connection with or arising out of this Agreement, regardless of the form of action and even if advised of the possibility of such damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate in writing: delivery by certified mail, overnight courier, or electronic transmission acknowledged in writing.

ASSIGNMENT

Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that a Party may assign this Agreement without consent to an affiliate or to a successor in interest by merger or sale of substantially all of its assets, provided that the assignee assumes all obligations under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by 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 a partnership, joint venture, employment relationship, or agency arrangement.

Sign Now