Business CTF Document

BUSINESS CTF DOCUMENT

This Business CTF Document (the Agreement) is entered into as of , by and between Client Name: and Company Name: .

WHEREAS

WHEREAS, Company is engaged in the business of providing specialized business continuity, transaction facilitation and trust framework services (collectively, the Services) and has agreed to provide certain Services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, Client desires to engage Company to perform the Services described herein, and Company is willing to perform such Services subject to the terms and conditions of this Agreement.

WHEREAS, the parties intend that certain information exchanged or generated in connection with the Services be protected from disclosure and that the parties' respective rights and obligations be set forth in writing.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Company a total fee of USD for the Services described herein, subject to the payment schedule below.

Late Payment: Any amount not paid within days of the applicable due date shall accrue interest at the lesser of (a) per month or (b) USD as a late fee. The assessment of interest or late fees does not relieve Client of its obligation to pay the outstanding principal.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice delivered to the other party at least days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Confidential Information means all non-public information disclosed by a party in connection with this Agreement, including without limitation technical, financial, commercial and business information, but excluding information that (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure by the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Non-Disclosure Obligation: The receiving party shall (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except to representatives who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (iii) use Confidential Information solely for the performance of this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY AND DATA

Ownership: Unless otherwise agreed in writing, Client retains ownership of all pre-existing intellectual property and data provided to Company. Company retains ownership of its pre-existing methodologies, tools and templates. Work product specifically commissioned and paid for under this Agreement shall be owned by , subject to any licenses granted in writing.

License: To the extent Company incorporates its pre-existing materials into deliverables, Company grants Client a non-exclusive, non-transferable license to use such incorporated materials solely for Client's internal business purposes.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnity: Each party shall indemnify and hold harmless the other party from and against claims arising out of its gross negligence or willful misconduct in connection with this Agreement. The indemnifying party shall defend the indemnified party at its expense and pay any final judgment, settlement or costs attributable to such claim.

Limitation of Liability: EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR LIABILITY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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 law rules.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any appendices or statements of work executed by the parties, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and agreements, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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