Business CP55 Form

BUSINESS CP55 FORM

This Business CP55 Form (the Agreement) is entered into effective as of between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to retain the services of Service Provider to perform certain business, consulting, operational or technical services as more particularly described in the Scope of Work below; and

WHEREAS, Service Provider represents that it has the experience, qualifications and capacity to perform the services and agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms of their agreement in writing;

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards and this Agreement. The parties acknowledge that timelines and deliverables shall be as set forth below.

PAYMENT TERMS

Client shall pay Service Provider for the services in accordance with the fees, schedule and terms set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

All undisputed amounts not paid when due shall accrue interest at the rate specified above. Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the cure period after written notice. Upon termination, Service Provider shall be entitled to payment for services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) whether in writing, orally, electronically or by inspection, including business plans, technical data, financial information, customer lists, pricing and trade secrets.

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 reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to Confidential Information. Upon written request or upon termination, the Receiving Party shall return or destroy Confidential Information and certify such destruction or return.

The parties acknowledge that monetary damages may be an insufficient remedy for breach of confidentiality and that injunctive relief may be appropriate in addition to other remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless executed in writing by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other addresses as either party may designate by notice to the other.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No waiver of any breach shall be effective unless in writing signed by the waiving party. Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor by merger or sale of substantially all assets.

Independent Contractor Status: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

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