Business ICB Document

BUSINESS ICB DOCUMENT

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

RECITALS

WHEREAS, Company seeks to engage Provider to perform certain business, consulting and implementation services in accordance with the terms set forth herein; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform the services described in this Agreement and agrees to perform such services in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the services, payment and confidentiality matters set forth below.

SCOPE OF WORK

Provider shall perform the services described below (the "Services"). The Services shall include all tasks, deliverables and milestones reasonably necessary to achieve the objectives set forth herein.

PAYMENT TERMS

Compensation: Company shall pay Provider a fee of $ (the "Fee") for the Services, subject to the schedule and conditions below.

Invoices: Provider shall submit invoices to Company in accordance with the payment schedule. Unless otherwise set forth, Company shall pay undisputed invoices within days of receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at % per month (or the maximum rate permitted by law), plus all reasonable collection costs and attorneys' fees incurred by Provider.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination shall be effective upon expiration of the notice period unless the parties agree otherwise in writing.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") whether disclosed orally, visually or in writing, 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.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performance of this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public without breach of this Agreement by the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction and without breach of a confidentiality obligation; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

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. Venue for any dispute arising under this Agreement shall lie exclusively in the state or federal courts located in the jurisdiction selected above.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, 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.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as nearly as possible.

Notices: All notices under this Agreement shall be in writing and delivered to the contact information set forth below or to such other address as a party designates by written notice to the other party.

Sign Now