Business MTICD Document

BUSINESS MTICD DOCUMENT

This Business MTICD Document (the Agreement) is made effective as of by and between First Party Name: and Second Party Name: .

RECITALS

WHEREAS, First Party and Second Party desire to enter into this Agreement to set forth the terms under which certain services, deliverables, and confidential information shall be exchanged and protected;

WHEREAS, First Party represents that it has the capacity and authority to engage in the transactions contemplated herein and Second Party agrees to perform the Scope of Work on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that certain proprietary information exchanged during the relationship be maintained in confidence and that the parties' respective rights and obligations be governed by the terms set forth below.

DEFINITIONS

For purposes of this Agreement, "Confidential Information" means any non-public, proprietary, technical, business or financial information disclosed by a disclosing party to a receiving party, whether disclosed orally, in writing or electronically, and identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Value:

Payment due within days of invoice or accepted milestone.

Late fee: per month on overdue amounts after a grace period of days. The parties agree that interest and late fees are cumulative and shall be payable in addition to all other remedies available at law or in equity.

TERM AND TERMINATION

Term commencement date: . Anticipated term expiration date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; certain breaches such as willful misappropriation of Confidential Information may be grounds for immediate termination.

CONFIDENTIALITY

Each party shall maintain in strict confidence all Confidential Information received from the other party and shall not use such Confidential Information except to perform its obligations under this Agreement. The receiving party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes public other than through breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained by the receiving party from a third party without restriction. The obligations under this clause shall survive termination of this Agreement for years.

NOTICES

First Party Notice Address:

Second Party Notice Address:

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the chosen jurisdiction unless the parties agree otherwise in writing.

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except to an acquirer of substantially all of the assigning party's assets or equity.

Amendment: This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

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

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

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