Business Document Buffalo Co CDPG

Business Document Buffalo Co CDPG

Effective Date:

Parties

RECITALS

WHEREAS, Service Provider named above is an entity conducting business as Buffalo Co CDPG and offers consulting, product governance and implementation services to commercial clients; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider has represented that it has the qualifications, experience and capacity to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth the terms governing their relationship, deliverables, compensation and confidentiality with respect to the engagement;

SCOPE OF WORK

Service Provider shall provide the services, deliverables and milestones described below. Service Provider will exercise commercially reasonable efforts to meet agreed milestones and to allocate personnel reasonably necessary for performance.

PAYMENT TERMS

Client shall pay Service Provider for work performed in accordance with the pricing and schedule below. All invoices are payable in United States dollars unless otherwise agreed in writing.

All undisputed late payments shall accrue interest at the rate set forth in the Late Payment Fee field above, and Client shall be responsible for reasonable collection costs, including attorneys' fees, for collection of overdue amounts.

TERM AND TERMINATION

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 providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination. Upon termination, Service Provider shall deliver any completed deliverables for which Client has paid.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party 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, technical data, product roadmaps, pricing, customer lists and any non-public financial information.

Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the disclosing party to permit a protective order or other remedy.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy. The parties acknowledge that they have had the opportunity to review and negotiate this Agreement and that it shall be construed fairly, not strictly, against any drafting party.

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