Business CTCA Template

BUSINESS CTCA TEMPLATE

This Business CTCA Agreement (the Agreement) is entered into as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client engages Contractor to perform certain consulting, technical and business services related to CTCA activities, and Contractor has the experience and capacity to provide such services on the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth in writing their respective rights and obligations with respect to the performance of the services, compensation, confidentiality, and other matters described in this Agreement;

WHEREAS, the parties intend this Agreement to document the terms under which Contractor will provide deliverables, reports, and support necessary for Client’s CTCA program and related business operations.

1. SCOPE OF WORK

Contractor shall perform the services and deliver the work products described below. The parties acknowledge that detailed tasks, milestones and acceptance criteria are set forth in the description field and any attachments incorporated by reference.

2. PAYMENT TERMS

Client shall pay Contractor for services rendered in accordance with the following amounts and schedule. All amounts are payable in U.S. dollars unless otherwise specified.

Unless otherwise agreed in writing, Client shall pay undisputed invoices within the number of days set forth in the Payment Schedule. Disputes to invoiced amounts must be submitted in writing within ten (10) days of receipt of an invoice. Late payments shall accrue interest at the rate set forth above and Contractor may suspend performance for overdue amounts following ten (10) days’ written notice.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered no fewer than days prior to termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each recipient 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 only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as required to perform the services or as required by law, provided that the recipient provides prompt notice to allow the discloser to seek protective relief.

5. RELATIONSHIP OF THE PARTIES; INDEMNIFICATION

Contractor is an independent contractor and not an employee, partner or agent of Client. Contractor shall be solely responsible for all taxes, withholdings and other statutory obligations of an independent contractor. Each party shall indemnify and hold harmless the other party from claims, liabilities or losses arising from its own negligence, willful misconduct or breach of this Agreement, except to the extent such claims arise from the indemnified party’s negligence or willful misconduct.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the following jurisdiction without regard to conflict of law principles:

7. ENTIRE AGREEMENT

This Agreement, including any schedules and attachments executed by the parties, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice.

9. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity interest.

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