Business CPS Template

BUSINESS CPS AGREEMENT

This Business CPS Agreement (the "Agreement") is made as of Effective Date: by and between:

Client Name:   Entity Type: Sole Proprietorship Corporation LLC

Service Provider Name:   Entity Type: Sole Proprietorship Corporation LLC

RECITALS

WHEREAS, Client desires to obtain certain consulting, professional and/or implementation services related to Client's business operations and related systems; and

WHEREAS, Service Provider has the qualifications, experience and personnel necessary to perform the services described in this Agreement and is willing to perform such services for Client under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in accordance with the timelines, milestones and acceptance criteria specified. Any material changes to the Scope of Work require a written change order signed by both parties.

PAYMENT TERMS

Contract Amount:

Invoices shall be submitted by Service Provider to Client and are payable within days of receipt unless otherwise agreed in writing. Overdue amounts shall incur a late fee equal to % per month (or the maximum permitted by law), calculated from the invoice due date until paid in full.

All payments shall be made in United States dollars unless the parties agree otherwise in writing. Client shall not withhold any payment for disputes unrelated to the invoiced charges; disputed amounts must be notified in writing within fifteen (15) days of invoice receipt and the parties shall use commercially reasonable efforts to resolve disputes promptly.

TERM AND TERMINATION

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

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 for material breach if the other party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and Client shall pay for all services rendered and expenses incurred through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event 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 no less protective than those contained 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 in the receiving party's possession 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 the disclosing party's Confidential Information. If the receiving party is compelled by law to disclose Confidential Information, it shall provide prior notice to the disclosing party where legally permitted and reasonably cooperate to limit disclosure.

GOVERNING LAW

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

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including all attachments and signed change orders, 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 written or oral, relating thereto. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

The parties are independent contractors. Neither party shall have authority to bind the other except as expressly set forth herein. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party shall assign this Agreement without the prior written consent of the other, except that either party may assign to an acquirer of substantially all of its assets or equity.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the address for each party set forth above (or to such other address as a party may designate by notice). Notices are effective upon receipt.

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