Business Cuvic Template

BUSINESS CUVIC AGREEMENT

THIS BUSINESS CUVIC AGREEMENT (the Agreement) is entered into as of between:

Client Name:    Client Address:

Service Provider Name:    Service Provider Address:

RECITALS

WHEREAS, Client desires to obtain certain business consulting, advisory and related services from Service Provider in connection with Client's operations and strategic initiatives; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services described in this Agreement and is willing to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement of Service Provider by Client.

SCOPE OF WORK

Service Provider shall perform the tasks set forth in the Description of Services with due care, professional skill and in accordance with industry standards. Any change in scope that materially affects deliverables, timeline or compensation shall be documented in a written amendment signed by both parties.

PAYMENT TERMS

Service Provider shall submit invoices to Client. Payment is due within days of receipt of a proper invoice. Late payments shall bear interest as set forth below.

All fees are exclusive of applicable taxes. Client is responsible for all sales, use or other taxes, excluding taxes based on Service Provider's net income.

TERM AND TERMINATION

Term Commencement: This Agreement commences on and, unless earlier terminated as provided herein, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after written notice specifying the breach.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the 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, without limitation, business plans, financial information, trade secrets, technical data and client lists.

Each receiving party shall: (a) maintain the confidentiality of 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; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, consultants or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally known without breach of this Agreement by the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If a receiving party is required by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and cooperate in seeking protective measures.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If negotiation fails, the parties agree to resolve disputes through binding arbitration in accordance with commercially reasonable arbitration procedures.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as either party may designate by written notice.

MISCELLANEOUS

Assignment: Neither party may assign or delegate this Agreement or its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets to which this Agreement relates.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship between the parties.

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