Business Document Clore

BUSINESS DOCUMENT CLORE

This Business Document Clore (the Agreement) is made effective as of Effective Date: by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, the Client seeks to engage the Service Provider to perform services as described herein and the Service Provider has represented that it possesses the necessary expertise, staff and resources to perform such services in a professional manner;

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will perform services for the Client and to provide for payment, confidentiality, and other obligations of the parties;

WHEREAS, the parties intend that this Agreement shall govern the closing, transfer or conclusion of specified business activities described in the Scope of Work below.

SCOPE OF WORK

The Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with prevailing industry standards and consistent with the timelines and milestones set forth in this Agreement or in any statement of work agreed in writing by the parties.

PAYMENT TERMS

Invoices shall be submitted by the Service Provider to the Client at the addresses above and are due within days of receipt, unless otherwise stated in a mutually executed written amendment. Payment shall be made in U.S. dollars unless otherwise agreed.

Late Payment: Any undisputed amount not paid within the time set forth above shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. The parties agree that the interest calculation is intended to reflect a reasonable estimate of damages for late payment, not a penalty.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Either party may terminate immediately for material breach that remains uncured for 15 days after written notice of the breach, or immediately for insolvency, bankruptcy, or appointment of a receiver for the other party.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as expressly permitted by this Agreement. "Confidential Information" means non-public business, technical, financial and other information identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and shall use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and the disclosure is limited to the minimum required.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in the chosen state for disputes arising under this Agreement, subject to any agreed dispute resolution procedures set forth herein.

ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral, relating to such subject matter. No amendment or waiver shall be effective unless in a writing signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

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