Business CTM Document

Business CTM Document

This Business CTM Document (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client engages Service Provider to perform certain commercial transaction management, coordination and related professional services described herein; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel and expertise to perform the services in a diligent, professional manner and in accordance with applicable laws and good industry practice; and

WHEREAS, the parties desire to set forth the terms and conditions under which Client will retain Service Provider to perform such services.

Scope of Work

Service Provider shall perform the services described below in accordance with the standards of care customarily exercised by professionals performing similar services. The parties acknowledge that modifications to the scope may be made only by written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the Services. All fees are exclusive of taxes which, if applicable, shall be paid by Client.

Invoices shall be submitted by Service Provider in writing in accordance with the Payment Schedule. Unless expressly stated otherwise, Client shall pay each undisputed invoice within days of receipt. Payments not made when due shall accrue interest at the rate specified above and Service Provider may suspend performance after providing written notice if payment is not made within the notice period.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days prior to the proposed termination date. 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 thirty (30) days after receipt of written notice specifying the nature of the breach.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and shall not use or disclose any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" means nonpublic information disclosed by the Disclosing Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, pricing, technical information, customer lists, and trade secrets.

The Receiving Party shall protect 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. Confidential Information shall not include information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) was known to the Receiving Party prior to disclosure without obligation of confidentiality, (c) is received from a third party without breach of any obligation of confidentiality, or (d) was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that its execution and performance do not violate any other agreement to which it is a party. Service Provider further warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability resulting from a party's gross negligence, willful misconduct, or breach of its confidentiality obligations, neither party's aggregate liability arising from or related to this Agreement shall exceed the fees actually paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the event giving rise to 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 conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state for any action arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits, schedules and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous oral and written agreements, proposals and communications. No modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by the party against whom enforcement is sought.

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 prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets.

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