Business DIA Form

Business DIA Form

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Effective Date:

Recitals

WHEREAS, Client seeks to obtain a business data impact analysis and related advisory services to evaluate operational, compliance and commercial implications of certain business activities and systems; and

WHEREAS, Provider represents that it possesses the professional qualifications, technical competence and resources necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will deliver the described services to Client.

Scope of Work

Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Deliverables shall include any written reports, executive summaries and presentation materials expressly specified in the scope above. Provider will use reasonable efforts to meet any milestones agreed in writing by the parties.

Payment Terms

Client shall pay Provider the fees for Services as set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing. Provider will invoice Client in accordance with the schedule below and Client shall pay undisputed invoices within the stated payment period.

Overdue payments shall accrue interest at the lesser of (a) the maximum rate permitted by law, or (b) the rate specified below:

Term and Termination

Term: This Agreement shall commence on the Effective Date and continue until the completion of the Services or the End Date, whichever occurs first, unless earlier terminated as provided herein.

Start Date:    End Date:

Termination for Convenience: 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.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party ("Discloser") to the other party ("Recipient") in connection with this Agreement, whether disclosed orally, in writing, or by inspection, and includes business plans, financial information, trade secrets, personally identifiable information, product information and technical data, but excludes information that is independently developed by Recipient without use of Discloser's Confidential Information, becomes generally available to the public through no act or omission of Recipient, or is lawfully received from a third party without restriction.

Obligations: Recipient shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Recipient shall apply at least the same degree of care to Confidential Information as it applies to its own confidential information, but no less than reasonable care.

Duration: The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Remedies: The parties acknowledge that monetary damages may be insufficient remedy for breach of this Confidentiality provision and that the Discloser shall be entitled to equitable relief, including injunctive relief, without the requirement to post a bond.

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.

Entire Agreement; Amendments

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

Miscellaneous

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or agency relationship.

Assignment: 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, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party's obligations.

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