Business eCOMPAS Document

Business eCOMPAS Document

This Business eCOMPAS Document (the "Agreement") is made and entered into as of by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

Recitals

WHEREAS, Client operates a business that requires the use of data-driven compliance and performance assessment tools and desires to retain Provider to deliver services related to the eCOMPAS system; and

WHEREAS, Provider represents that it has the professional expertise, personnel, resources and licenses necessary to provide such services in accordance with industry standards and the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality protections and other terms that will govern their relationship with respect to the eCOMPAS services;

Scope of Work

The Provider shall perform the services described above, which may include data ingestion, configuration of eCOMPAS modules, user training, periodic reporting, and mutually agreed updates. Deliverables, acceptance criteria and milestones shall be set forth in writing and incorporated by reference into this Agreement when signed by both parties.

Payment Terms

Late payments shall incur a charge of % per month on overdue balances, compounded monthly, or a flat late fee of $ , whichever is greater. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

Term and Termination

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing the other party with the notice period specified above. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed by the Disclosing Party that is designated as confidential or that, under the circumstances, ought reasonably to be understood to be confidential, including business plans, technical data, software configurations, source code, customer lists and pricing. Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) was already in the Receiving Party's possession prior to disclosure; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the purposes of performing obligations under this Agreement, shall restrict access to employees and contractors who have a need to know, and shall implement reasonable safeguards to protect Confidential Information. Upon termination of this Agreement, the Receiving Party shall return or destroy Confidential Information as requested by the Disclosing Party, except to the extent retention is required by law, in which case retained information shall remain subject to the confidentiality obligations herein.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties agree that any legal action relating to this Agreement shall be brought exclusively in the courts located within the selected jurisdiction, unless the parties mutually agree otherwise in writing.

Entire Agreement

This Agreement, including any exhibits, schedules and written statements of work signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, proposals and communications. Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both parties.

Additional Provisions

Independent Contractor. Provider is an independent contractor and shall be responsible for all employment taxes and benefits of its personnel. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture or agency between the parties.

Notices. Any notice required or permitted shall be in writing and delivered to the addresses provided in this Agreement or to such other address as a party designates in writing.

Authorized Representatives & Contact

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