Business ICIQ Document

BUSINESS ICIQ DOCUMENT

This Business ICIQ Document (the "Agreement") is entered into as of the Effective Date set forth below by and between:

Client Name:     Service Provider Name:

Effective Date:     Agreement Reference/Project Code:

WHEREAS / RECITALS

WHEREAS, Client engages Service Provider to perform certain business, compliance, and information collection, inspection, and qualification services in connection with the Client's operations; and

WHEREAS, Service Provider represents that it has the skill, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide such services to Client under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the scope shall be set forth in a written change order signed by authorized representatives of both parties, which shall specify any changes to compensation or schedule.

2. PAYMENT TERMS

All amounts due hereunder shall be paid in lawful currency of the United States unless otherwise agreed in writing. Service Provider shall invoice Client in accordance with the payment schedule. Unless otherwise stated, Client shall pay all undisputed invoices within thirty (30) days of receipt. Disputed portions of an invoice shall be resolved in good faith promptly, and undisputed portions shall be paid when due.

Unless expressly agreed, Client is responsible for any sales, use, value-added, withholding, or other taxes arising from the payments under this Agreement. Reimbursable expenses must be pre-approved in writing and supported by receipts.

3. TERM AND TERMINATION

Term Commencement:    Term Expiration:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the number of days specified above. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) 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 through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party to the other that is identified as confidential or that, by its nature, should reasonably be understood to be confidential. Each party agrees to (i) hold the other's Confidential Information in strict confidence, (ii) not disclose it to any third party except as expressly permitted in this Agreement, and (iii) use it solely for the purposes of performing obligations under this Agreement.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is received from a third party without breach of any obligation of confidentiality; or (c) is independently developed without use of the disclosing party's Confidential Information. Upon termination or upon request, the receiving party shall return or destroy all copies of Confidential Information and certify in writing that it has complied with this obligation.

5. INDEMNITY AND LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

6. 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 submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and signed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement, that execution and delivery has been duly authorized, and that performance will not violate any other agreement or applicable law. SERVICE PROVIDER WARRANTS THAT THE SERVICES WILL BE PERFORMED IN A PROFESSIONAL MANNER CONSISTENT WITH INDUSTRY STANDARDS.

9. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

ACKNOWLEDGMENT

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of their respective parties.

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