Business CoCoA Document

Business CoCoA Document

Parties

This Business CoCoA Document (the "Agreement") is entered into as of by and between (referred to herein as "Company") and (referred to herein as "Counterparty").

WHEREAS

WHEREAS, Company is engaged in lawful commercial activities and requires certain services, systems, and internal controls summarized in the scope below; and

WHEREAS, Counterparty represents that it possesses the experience, personnel, and resources necessary to provide the services and to comply with the policies and attestations set forth in this Agreement; and

WHEREAS, the parties desire to set forth their understanding, responsibilities, and the terms under which such services and obligations will be performed and administered.

Scope of Work

The Counterparty shall perform the services, produce deliverables, and implement controls as described below. Counterparty will perform all work in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Company shall pay Counterparty in accordance with the following payment provisions. Unless otherwise agreed in writing, fees are exclusive of applicable taxes.

If any undisputed amount remains unpaid past the due date, Company shall pay interest on the overdue amount at a rate of per month (or the maximum rate permitted by law if lower). In addition to interest, Counterparty may suspend performance after ten (10) days' written notice for amounts overdue and undisputed.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public, proprietary, or confidential information disclosed by one party ("Discloser") to the other ("Recipient"), including but not limited to business plans, financial information, product designs, source code, customer lists, and internal policies. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by Recipient; (b) was rightfully in Recipient's possession without restriction prior to disclosure by Discloser; (c) is independently developed by Recipient without use of or reference to Discloser's Confidential Information; or (d) is rightfully obtained by Recipient from a third party without restriction.

Recipient shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not disclose Confidential Information to any third party except to its employees, agents, or professional advisors having a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information solely for the purposes of performing its obligations under this Agreement. Recipient may disclose Confidential Information to the extent required by law or court order provided Recipient gives Discloser prompt written notice and cooperates in any reasonable efforts to limit such disclosure.

Representations; Compliance

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and performance will not violate any agreement or law applicable to it. Each party shall comply with all applicable laws, rules, and regulations in the performance of this Agreement, including anti-bribery, anti-corruption, and trade controls, and shall not engage in any conduct that would cause the other party to be in violation of such laws.

Indemnification and Limitation of Liability

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from Indemnitor's breach of this Agreement, negligence, or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY COMPANY TO COUNTERPARTY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

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 agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in such state, and the parties consent to personal jurisdiction and venue in those courts.

Entire Agreement; Amendments

This Agreement, together with any exhibits or statements of work explicitly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may provide in writing.

Execution

This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including scanned signatures) shall be binding.

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