Business CTP Document

BUSINESS CTP DOCUMENT

This Business CTP Document ("Agreement") is entered into as of between the parties identified below.

Parties

Entity Type — Client: Corporation LLC Individual

Entity Type — Service Provider: Corporation LLC Individual

Recitals

WHEREAS, Client desires to procure consulting, technical, and process (CTP) services relating to business operations, process improvement, and implementation of specified deliverables; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel, and resources to provide such CTP services and is willing to perform such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment, confidentiality and other material terms governing their relationship.

Scope of Work

Service Provider shall perform the services described below and any additional services agreed in writing by the parties. Deliverables, milestones, and acceptance criteria shall be as set forth herein or in attachments executed by the parties.

Payment Terms

Client shall pay Service Provider the fees and expenses as set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Unless otherwise specified, Client is responsible for all sales, use, value-added and other taxes (excluding taxes based on Service Provider's net income) arising from payments under this Agreement. Client acknowledges responsibility for taxes as stated.

Term and Termination

The term of this Agreement will commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Additionally, either party may terminate immediately for insolvency, bankruptcy filing, or material unauthorized disclosure of Confidential Information.

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 as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, customer lists, technical data, pricing, and trade secrets.

Receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (no less than reasonable care); (b) not use Confidential Information for any purpose other than performance under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

The obligations set forth in this Section do not apply to information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was already in the possession of the receiving party at the time of disclosure as documented by written records, or (iii) is required to be disclosed by judicial order or other legal compulsion; provided that, where legally permissible, the receiving party gives prompt written notice to the disclosing party and cooperates in any reasonable efforts to limit or contest the disclosure.

Representations and Warranties; Liability

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Except for liability resulting from a party’s gross negligence, willful misconduct or material breach of confidentiality obligations, neither party shall be liable to the other for consequential, incidental or punitive damages. Each party's aggregate liability for direct damages arising out of or in connection with this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to liability.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in .

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments executed by the parties, 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. No amendment or modification of this Agreement will be effective unless in writing and signed by an authorized representative of each party.

Miscellaneous

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

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