Business CONFIA Document

BUSINESS CONFIA DOCUMENT

This Business CONFIA Document (the Agreement) is entered into as of by and between:

Party A Name:    Address:

Party B Name:    Address:

RECITALS

WHEREAS, Party A desires to engage Party B to perform business services and to share Confidential Information necessary for Party B to perform such services; and

WHEREAS, Party B represents that it has the expertise and capacity to provide the services described herein and agrees to receive and protect Confidential Information in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation, confidential information handling, and other matters contained in this Agreement.

SCOPE OF WORK

Party B shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Party B shall deliver all work product to Party A as set forth in the Schedule and Payment Terms below.

PAYMENT TERMS

In consideration for the services performed by Party B, Party A shall pay Party B in accordance with the terms set forth below. All sums are payable in lawful currency and exclusive of applicable taxes unless otherwise stated.

All amounts not paid when due shall accrue interest at the rate specified above and the prevailing collection costs shall be borne by the delinquent party. Payment disputes shall not relieve Party A of its obligation to pay undisputed amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice to the other party as specified in the notice period above. Either party may terminate immediately for material breach if such breach remains uncured for fifteen (15) days following written notice. Termination shall not relieve any party of obligations accrued prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public business, technical, financial, or other information disclosed by a Disclosing Party to a Receiving Party, whether disclosed orally, visually, or in writing, and that is designated as confidential or that reasonably should be understood to be confidential under the circumstances.

The Receiving Party shall: (a) 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 a reasonable standard of care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a demonstrated need to know and are bound by confidentiality obligations no less restrictive than those contained herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or order of a court or regulatory authority, provided that the Receiving Party provides prompt written notice to the Disclosing Party and limits disclosure to the minimum required.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information and, upon request, certify in writing the destruction of such materials. The obligations of confidentiality shall survive for after termination or expiration of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within the specified jurisdiction for resolution of disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the subject matter.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or transfer of a business unit.

Remedies: The parties acknowledge that a breach of the confidentiality provisions would cause irreparable harm not fully compensable by monetary damages. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Amendment and Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

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