Business Ctl Document

Business Ctl Document

This Business Ctl Document (the Agreement) is made effective as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Party A provides business control, compliance, and operational support services, and Party B wishes to engage Party A to provide such services under the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality and other provisions governing the relationship between the parties;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Scope of Work

Party A shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the scope must be agreed in writing and signed by authorized representatives of both parties.

Payment Terms

Total Compensation: $

Late Payment: Any undisputed amount not paid within days after the invoice due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Party A may suspend performance if invoices remain unpaid for more than days following written notice.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice describing the breach.

Upon termination, Party B shall pay Party A for all services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Governing Law, and Entire Agreement shall survive termination.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other party, whether oral, written or electronic. The receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted herein; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect the confidentiality of such information, which measures shall be no less protective than those used to protect its own confidential information of similar importance.

Confidential Information does not include information that: (i) is or becomes publicly known without breach of this Agreement; (ii) is received from a third party without breach of any obligation of confidentiality; or (iii) is independently developed without use of confidential materials. Disclosure compelled by law or regulation is permitted provided the receiving party gives prompt written notice and cooperates with reasonable efforts to seek protective measures.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law provisions. Each party consents to the exclusive jurisdiction and venue of the courts located in that jurisdiction for any dispute arising under or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits, schedules and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, proposals and agreements, whether written or oral. No amendment to this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

Notices shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by notice. Electronic copies of signed documents are binding and may be used in lieu of originals.

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