Business CPL Document

BUSINESS CPL DOCUMENT

This Business CPL Document (the "Agreement") is made effective as of , by and between:

RECITALS

WHEREAS, Client requires certain commercial services, deliverables and licensing arrangements related to the Client's business operations, as more fully described herein; and

WHEREAS, Provider has the experience, personnel and capability to perform the services and to grant limited licenses to intellectual property as set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions of their relationship, including performance obligations, payment, confidentiality and disposition of proprietary materials.

1. SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below in a professional manner, consistent with industry standards. Provider shall provide reports and documentation as reasonably requested by Client.

2. PAYMENT TERMS

As consideration for the services and licenses provided by Provider, Client shall pay Provider as set forth below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

All undisputed late payments shall accrue interest at the rate specified above, or the maximum rate permitted by law if lower. In the event of nonpayment, Provider may suspend performance after providing written notice and a reasonable cure period.

3. TERM AND TERMINATION

This Agreement shall commence on , (the "Commencement Date") and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within a commercially reasonable period not to exceed 30 days following written notice.

Upon termination, Client shall pay Provider for all work performed and non-cancellable commitments made through the effective date of termination. Provider shall deliver to Client all completed deliverables and reasonable work in progress for which Client has paid.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a Disclosing Party to a Receiving Party, whether disclosed orally, visually or in writing, 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 includes, without limitation, business plans, financial data, customer information, proprietary processes, software, technical data, designs, and trade secrets.

The Receiving Party shall: (a) use the Confidential Information solely for performance of its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, where protection shall remain for as long as the information qualifies as a trade secret under applicable law.

5. INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise expressly agreed in writing, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property and any developments, improvements or modifications made by Provider in the course of performing the services ("Provider IP"). Provider grants Client a limited, non-exclusive, non-transferable license to use Provider IP solely for Client's internal business purposes in connection with the deliverables for the term of this Agreement, subject to full payment of amounts due.

Client retains all right, title and interest in and to Client's pre-existing materials. Each party agrees not to assert ownership claims in the other party's pre-existing IP.

6. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or breach of applicable law in performance of this Agreement.

7. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between executives of the parties. If the dispute is not resolved within 30 days, the parties may pursue any available legal or equitable remedies in the courts of the governing state.

8. ENTIRE AGREEMENT; AMENDMENTS

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations.

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date first written above.

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