Business DCC Document

Business DCC Document

This Business DCC Document (the "Agreement") is entered into as of (the "Effective Date"), by and between (Client), and (Provider). The Client and Provider are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, the Client desires to engage the Provider to perform certain services related to data control, custody and associated business operations described herein; and

WHEREAS, the Provider has represented that it has the expertise, personnel and systems necessary to perform the services under the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth the terms governing the performance, payment, confidentiality and legal relationship between the Parties for the services to be provided.

1. Scope of Work

2. Payment Terms

Compensation for the Services shall be as follows: the Client shall pay the Provider a total amount of USD, subject to the payment schedule below.

Invoices shall be submitted to the Client and are due within days of receipt. Overdue amounts shall incur a late fee of on the outstanding balance, calculated monthly.

3. Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate this Agreement immediately for material breach if the breaching Party fails to cure such breach within a reasonable cure period of thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one Party to the other Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, trade secrets, customer lists, pricing, and the terms of this Agreement.

Each Party agrees: (a) to hold Confidential Information of the other Party in strict confidence; (b) not to disclose such Confidential Information to any third party except to its employees, consultants or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) to use Confidential Information only to perform its obligations under this Agreement. The receiving Party shall apply at least the same degree of care to protect the disclosing Party's Confidential Information as it applies to its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is lawfully received from a third party without restriction; (iii) is independently developed without use of the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving Party gives prompt written notice and cooperates to seek protective measures.

Upon termination or expiration of this Agreement, the Provider shall, at the Client's option, return or securely destroy all Confidential Information and certify destruction in writing within days.

5. Liability and Insurance

Each Party's aggregate liability arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total amount paid or payable by the Client to the Provider under this Agreement during the twelve (12) month period preceding the claim. Neither Party shall be liable for consequential, incidental, special, punitive or exemplary damages. The Provider shall maintain commercial general liability and professional liability insurance in amounts customary for the industry and shall provide evidence of such insurance upon reasonable request.

6. 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 laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

7. Entire Agreement; Amendment

This Agreement, including any attachments and Schedules, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation of receipt.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach. The Parties are independent contractors; nothing in this Agreement shall create an agency, partnership or joint venture between the Parties.

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