Business Information CI Form

Business Information CI Form

Parties and Recitals

This Business Information Confidentiality and Information Agreement (the Agreement) is made effective as of between Disclosing Party: and Receiving Party: .

WHEREAS, Disclosing Party possesses certain business information, trade secrets, processes and other proprietary data that are confidential or proprietary in nature;

WHEREAS, Receiving Party desires access to certain Confidential Information for the limited purpose of evaluating and engaging in a business relationship and performing services set forth herein; and

WHEREAS, the Parties desire to set forth the terms under which Confidential Information will be disclosed, used and protected.

Business Identification

Scope of Work

Describe the goods, services, project deliverables, milestones and performance obligations to be provided by Receiving Party:

Payment Terms

Total Fee: $

Payment Schedule and Method:

Late Payment: Unpaid amounts shall accrue interest at on the outstanding balance, together with any costs of collection, including reasonable attorneys' fees.

Term and Termination

Term Commencement: This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Termination for Convenience: Either Party may terminate this Agreement upon days' prior written notice to the other Party.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within a commercially reasonable period not to exceed 30 days following receipt of written notice of such breach.

Confidentiality

Definition: "Confidential Information" means all non-public, proprietary or business information disclosed by Disclosing Party to Receiving Party in any form, whether oral, written, electronic or visual, including without limitation customer lists, pricing, financial data, business plans, product designs, technical data and trade secrets.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the purposes set forth in this Agreement, (c) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (d) take reasonable measures to prevent unauthorized disclosure.

Exclusions: Confidential Information shall not include information that (i) is or becomes publicly known through no breach by Receiving Party, (ii) was rightfully known to Receiving Party prior to disclosure, (iii) is independently developed by Receiving Party without use of Confidential Information, or (iv) is rightfully obtained from a third party without restriction on use or disclosure.

Injunctive Relief: The Parties acknowledge that monetary damages may be inadequate to remedy a breach of this confidentiality obligation and that Disclosing Party shall be entitled to seek injunctive relief or other equitable remedies in addition to any other remedies available at law or in equity.

Representations and Warranties; Liability

Each Party represents that it has the authority to enter into this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EXCEPT FOR BREACHES OF CONFIDENTIALITY, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement; Amendments

Entire Agreement: This Agreement, together with any attachments and written exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written.

Amendments: Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Miscellaneous Provisions

Assignment: Neither Party may assign or delegate any rights or obligations under this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets.

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices: All notices required or permitted shall be in writing and delivered to the respective Party contact information provided herein or to such other address as a Party designates in writing.

Acknowledgment

By signing below, the undersigned representatives certify that they are authorized to bind their respective Parties to this Agreement and acknowledge receipt of a fully executed copy.

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