Business Ctt Document

BUSINESS CTT DOCUMENT

This Business Ctt Document (the "Agreement") is made and entered into effective as of Effective Date: by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client is engaged in the business of conducting and managing commercial activities and desires to obtain certain services from Contractor; and

WHEREAS, Contractor represents that Contractor has the experience, capability, and personnel to perform the services described in this Agreement on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be performed by Contractor for Client.

SCOPE OF WORK

Contractor shall perform the services and deliver the deliverables described below in accordance with the standards of care and professional competence customary in Contractor's industry. The description below shall include deliverables, milestones, acceptance criteria and any material assumptions.

PAYMENT TERMS

Client shall pay Contractor for services performed as set forth below. All monetary amounts are in lawful currency unless otherwise stated. Contractor shall submit invoices in accordance with the schedule below and Client shall pay undisputed amounts within the payment period specified.

Late payments shall accrue interest at the rate specified above on the unpaid balance from the date due until paid. Client shall also be responsible for reasonable collection costs, including attorney fees, incurred by Contractor to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing Notice Period (days): days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach. Upon termination, Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information disclosed to it by the other party (the "Disclosing Party"). "Confidential Information" means non-public information that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, customer lists, pricing, technical data, and trade secrets.

The Receiving Party shall (a) use the Confidential Information solely for the purposes of performing this Agreement, (b) restrict disclosure to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) take reasonable measures to protect the confidentiality of the Disclosing Party's Confidential Information. Confidential Information does not include information that (i) is or becomes generally known to the public without breach of this Agreement, (ii) is lawfully received from a third party without restriction, or (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The obligations of confidentiality set forth in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY & WORK PRODUCT

Unless otherwise agreed in writing, Contractor assigns to Client all right, title and interest in and to deliverables and work product created specifically for Client under this Agreement upon full payment of all amounts due. Contractor retains ownership of Contractor's pre-existing technology, methodologies, tools and know-how. To the extent any pre-existing materials are included in a deliverable, Contractor grants Client a nonexclusive, royalty-free license to use such materials as incorporated in the deliverable.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any disputes arising under this Agreement.

NOTICES

All notices 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 notice to the other party.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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

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