Business IPOC Document

BUSINESS IPOC DOCUMENT

Parties

This Business IPOC Document is entered into between Client Name: and Provider Name: .

Recitals

WHEREAS, Client is engaged in the business of commercial operations set forth in its corporate formation documents and requires certain services and designated points of contact to coordinate pre-offering, operational, and compliance activities; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and to act as an Information Point of Contact (IPOC) for the Client in accordance with the terms herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other terms governing Provider’s engagement as IPOC under this Agreement.

Scope of Work

Point of Contact (IPOC) Details

Client IPOC Name:   Phone:   Email:

Provider IPOC Name:   Phone:   Email:

Payment Terms

Compensation Amount:   Currency:

Late Payment Fee: . Fees are calculated from the date payment is due until payment is received in full.

Term and Termination

Agreement Commencement Date: . Agreement End Date: .

Either party may terminate this Agreement for material breach that remains uncured for days after written notice. Either party may terminate without cause upon days' prior written notice to the other party.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, customer, or strategic information disclosed in any form. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) limit disclosure to employees, consultants, and agents who need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or written request, the receiving party shall return or destroy all Confidential Information and certify such return or destruction in writing.

Limitations and Indemnification

Provider's liability for direct damages arising from Provider’s negligence or willful misconduct shall be limited to the total fees actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, or punitive damages except for liability arising from breach of confidentiality or indemnity obligations. Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party’s gross negligence, willful misconduct, or breach of representations and warranties.

Notices

Representations and Warranties

Each party represents that it is duly organized, validly existing, and in good standing under applicable law, has full power and authority to enter into this Agreement, and that the person executing this Agreement on its behalf is authorized to bind the party. Provider further represents that the services will be performed in a professional and workmanlike manner consistent with industry standards.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered in the chosen jurisdiction, unless the parties mutually agree to litigate in a court of competent jurisdiction.

Entire Agreement

This Agreement, including all exhibits and written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, understandings, and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or successor in interest in connection with a merger or sale of substantially all assets, provided that the assignee assumes the assigning party’s obligations hereunder.

Acknowledgement

By signing below, the undersigned representatives confirm they are authorized to bind their respective parties to the terms and conditions of this Agreement.

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