Business Document IntercedeCM

BUSINESS DOCUMENT INTERCEDECM

This Business Document IntercedeCM (the Agreement) is entered into as of Effective Date: , by and between Client Name: , with principal address:

and Service Provider Name: , with principal address:

Recitals

WHEREAS, Client requires professional intercession, contract coordination, and contract-management consulting services in connection with Client's commercial activities (the Services); and

WHEREAS, Service Provider has experience and expertise in providing the Services and agrees to perform such Services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing Service Provider's performance, payment, confidentiality, and related matters.

Scope of Work

Service Provider shall perform the Services described below in accordance with the standards of care customary in the industry. The parties may modify the Scope of Work only by a written, signed amendment.

Payment Terms

In consideration for the Services, Client shall pay Service Provider as follows:

Payments not received within the period set forth above shall accrue interest at the rate set forth in late_fee_percent above (or, if no percentage is provided, at 1.5% per month) and Client shall be liable for any reasonable collection costs, including attorneys' fees, incurred by Service Provider to recover overdue amounts. All fees are payable in United States dollars unless otherwise agreed in writing.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party upon written notice specifying the nature of the breach and providing the breaching party with the notice_period_days stated above to cure the breach. Either party may terminate immediately for insolvency, bankruptcy, or appointment of a receiver for the other party. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written, electronic, or otherwise, that is designated as confidential or that ought reasonably to be understood as confidential given its nature and the circumstances of disclosure. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) 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; and (c) not disclose Confidential Information to third parties except to its employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public other than through a breach of this Agreement; (ii) was known to the receiving party prior to disclosure by the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Obligations under this Confidentiality section shall survive termination or expiration for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, 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 oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under 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. Any purported assignment in violation of this provision shall be void. If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship.

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