Business KIC Document

Business KIC Document

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

Recitals

WHEREAS, Party A possesses certain business information, procedures, and know-how relating to its operations and business methods (collectively, "KIC Materials") that Party A is willing to disclose to Party B for the limited purposes set forth in this Agreement; and

WHEREAS, Party B desires to receive and use such KIC Materials to perform services and deliverables described in this Agreement and agrees to maintain the confidentiality and restrictions imposed herein; and

WHEREAS, the parties desire to set forth the terms under which Party B will perform work for Party A, the compensation to be paid, the handling of confidential information, and other material terms.

Scope of Work

Party B shall perform the services and deliverables described below in accordance with the standards of care and professionalism customary in the relevant industry. Any material changes to scope require written amendment signed by authorized representatives of both parties.

Payment Terms

As full consideration for the performance of the Scope of Work, Party A shall pay Party B in accordance with the following terms. All payments are due in U.S. dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the Billing Schedule and are payable within days of receipt unless otherwise specified. Overdue amounts shall bear interest and fees as stated below.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public business, technical, financial, operational, and other proprietary information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, including KIC Materials. The receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. Confidential Information does not include information that is (i) generally available to the public other than through a breach of this Agreement, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of 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 principles of conflicts of law.

Representations; Warranties; Limitations

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice.

Additional Provisions

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Survival. The obligations of confidentiality, indemnity, payment, and any other provisions which by their nature should survive, shall survive termination or expiration of this Agreement.

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