Business OCF Document

BUSINESS OCF DOCUMENT

This Business OCF Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). The Client and the Provider may be referred to collectively as the "Parties".

WHEREAS

WHEREAS, the Provider has expertise in providing services and deliverables relating to operational, commercial and financial changes (the "OCF Services") and is willing to provide such services to the Client on the terms set forth herein;

WHEREAS, the Client desires to retain the Provider to perform the OCF Services and the Provider agrees to perform such services in accordance with the scope, schedule and payment provisions set forth in this Agreement; and

WHEREAS, the Parties intend that this Agreement set forth the entire agreement between them with respect to the subject matter hereof and supersede all prior proposals, discussions and negotiations.

1. SCOPE OF WORK

The Provider shall perform the OCF Services described below in a professional and workmanlike manner in accordance with industry standards. Specific tasks, milestones and deliverables shall include, but are not limited to, the following:

2. PAYMENT TERMS

As consideration for the Provider's performance of the OCF Services, the Client shall pay the Provider the fees and expenses set forth below in accordance with the schedule and conditions in this Section.

All invoices submitted by the Provider shall be due and payable within days from receipt. Past due amounts shall accrue interest at a rate of per month (or the maximum permitted by law, if lower). The Client shall also reimburse the Provider for reasonable and documented out-of-pocket expenses preapproved in writing.

3. TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon no less than days' prior written notice to the other Party. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination for any reason, the Provider shall be entitled to payment for all Services performed and reasonable expenses incurred through the effective date of termination, and the Provider shall deliver all work-in-progress to the Client. Termination shall not relieve either Party of obligations that expressly survive termination.

4. CONFIDENTIALITY

Each Party (the "Receiving Party") shall maintain in strict confidence all non-public, proprietary or confidential information disclosed by the other Party (the "Disclosing Party") in connection with this Agreement ("Confidential Information") and shall not use or disclose such Confidential Information except as necessary to perform the Services or as required by law.

Confidential Information shall 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; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of unless a longer period is required by statute or by the nature of the Confidential Information.

5. 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. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising out of this Agreement.

6. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that preserves the Parties' original intent.

The Parties represent and warrant that they have the full power and authority to enter into this Agreement and to perform their obligations hereunder, and that the person signing on behalf of a Party has been duly authorized to bind that Party.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth below.

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