Business CUU Documents

BUSINESS CUU DOCUMENTS AGREEMENT

This Business CUU Documents Agreement (the "Agreement") is entered into as of by and between Party A: , located at , and Party B: , located at .

WHEREAS

WHEREAS, Party A is engaged in the business of collecting, managing and distributing certain corporate unit utilization documentation (CUU Documents) and provides services related thereto; and

WHEREAS, Party B desires to retain Party A to prepare, review, store and deliver specified CUU Documents pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to define the scope of services, payment obligations, confidentiality protections and other material terms governing their relationship.

SCOPE OF WORK

Party A shall perform the services described above in a professional manner consistent with industry standards and applicable law. Deliverables shall be prepared in electronic and/or physical form as agreed by the parties and shall conform to the specifications set forth in the Description of Services.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices are due within days of receipt. Late payments shall accrue interest at the rate of on the unpaid balance, and the non-defaulting party may suspend performance for payments more than days past due.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated pursuant to this Section.

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

Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services rendered and reimbursable expenses incurred.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a disclosing party to the receiving party, whether in oral, written, electronic, or other 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, including business processes, CUU Documents, client lists, pricing and technical data.

The receiving party shall: (a) use Confidential Information only for the purposes of performing under this Agreement; (b) restrict disclosure to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with 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: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of the other's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by the courts located in the same state, and the parties consent to personal jurisdiction and venue therein.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer its rights or obligations under 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 its assets.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

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

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