Business Document DIC

Business Document DIC

This Business Document DIC (the "Agreement") is made effective as of by and between , with principal address (hereinafter "Party A"), and , with principal address (hereinafter "Party B").

WHEREAS

WHEREAS, Party A is engaged in the business of providing certain professional services and has agreed to furnish such services to Party B on the terms and conditions set forth herein;

WHEREAS, Party B desires to retain Party A to perform the work described in this Agreement and Party A is willing to perform such work subject to the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows.

Scope of Work

Party A shall perform the following services for Party B pursuant to the terms of this Agreement. The description below sets forth the principal duties, deliverables and milestones. Any material change to the scope shall require a written amendment signed by authorized representatives of both parties.

Payment Terms

As consideration for the services performed under this Agreement, Party B shall pay Party A the fees and expenses described below. Unless otherwise stated, fees are exclusive of applicable taxes and are due in U.S. dollars.

Any amount not paid when due shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. In addition to interest, Party B shall be liable for any reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue in effect until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days following written notice of breach. Termination shall not relieve Party B of its obligation to pay for services performed and unreimbursed expenses incurred through the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") whether in oral, written, electronic, or other form, 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.

The Recipient shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. The obligations set forth in this Section shall not apply to information that: (i) is or becomes generally known to the public without breach by the Recipient; (ii) was rightfully in the Recipient's possession prior to disclosure by the Discloser; (iii) is received by the Recipient from a third party without a duty of confidentiality; or (iv) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

Upon termination or expiration of this Agreement, the Recipient shall promptly return or destroy the Discloser's Confidential Information and certify in writing the completion of such return or destruction upon request.

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 in that State for any action arising out of or relating to this Agreement.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and performance of this Agreement have been duly authorized, and that this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

Indemnification

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's breach of this Agreement, negligent acts or willful misconduct.

Entire Agreement

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

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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