Business Document Crosspoint

BUSINESS DOCUMENT CROSSPOINT AGREEMENT

This Business Document Crosspoint Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: with principal address and Client: with principal address .

RECITALS

WHEREAS, Service Provider maintains certain business records, templates, procedures and electronic or physical documents (collectively, Crosspoint Materials) that are useful to Client in the performance of Client's business activities; and

WHEREAS, Client seeks access to and limited use of specified Crosspoint Materials and related services described herein, and Service Provider is willing to provide such access and services subject to the terms of this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations regarding the delivery, use, protection and payment for Crosspoint Materials and services.

SCOPE OF WORK

Service Provider shall provide the Crosspoint Materials and related services described below. The parties agree that the written description in this section defines the deliverables and performance obligations of Service Provider.

PAYMENT TERMS

In consideration for the services and Crosspoint Materials provided under this Agreement, Client shall pay Service Provider in accordance with the terms below.

All payments shall be made in United States dollars unless otherwise agreed in writing. Client is responsible for all reasonable costs of collection, including attorneys' fees, if payments are not made when due.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered not less than days prior to the effective date of termination.

Either party may terminate immediately upon material breach by the other party that remains uncured ten (10) days after written notice specifying the breach. Termination shall be without prejudice to any rights or obligations that accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party (Disclosing Party) to the other party (Receiving 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, including but not limited to business plans, financial data, templates, procedures, customer lists, and trade secrets.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care.

Confidential Information does not include information that: (i) was known to the Receiving Party at the time of disclosure without an obligation of confidentiality; (ii) is or becomes publicly known through no breach of this Agreement; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to the extent compelled by law or regulation, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates with Disclosing Party's reasonable efforts to obtain protective measures.

The parties acknowledge that a breach of this confidentiality provision may cause irreparable harm for which monetary damages would be inadequate, and therefore the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

INTELLECTUAL PROPERTY

All pre-existing intellectual property of each party shall remain the sole property of that party. Service Provider retains all right, title and interest in and to any templates, methodologies and materials provided to Client as Crosspoint Materials, subject to the limited license granted herein.

Subject to full payment of amounts due under this Agreement, Service Provider grants Client a limited, non-exclusive, non-transferable, revocable license to use the Crosspoint Materials solely for Client's internal business purposes in accordance with this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may designate by notice in accordance with this section.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties agree to attempt to resolve disputes through good faith negotiations. If the parties cannot resolve a dispute within sixty (60) days, either party may pursue any remedy available at law or equity.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, in no event shall either party be liable to the other for incidental, consequential, special or punitive damages arising out of or related to this Agreement, whether in contract, tort (including negligence) or otherwise. The total aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

SEVERABILITY; SURVIVAL

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The obligations that by their nature survive termination or expiration of this Agreement, including confidentiality and payment obligations, shall so survive.

Sign Now