Business ODC Document

BUSINESS ODC DOCUMENT

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

Client Name:    Client Address:

Contractor Name:    Contractor Address:

RECITALS

WHEREAS, Client requires certain Other Direct Costs services and incidental deliverables related to the Client's business operations and project needs described herein; and

WHEREAS, Contractor represents that it has the skill, experience and personnel necessary to provide the services and to procure third-party goods and services reasonably related to such work (collectively, "ODC Services"); and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the ODC Services and recover Other Direct Costs.

SCOPE OF WORK

Contractor shall perform the Scope of Work in a professional and workmanlike manner in accordance with industry standards and shall procure, at Contractor's direction and expense to be reimbursed as set forth herein, any third-party goods or services necessary to complete the ODC Services.

PAYMENT TERMS

Invoices shall itemize Other Direct Costs by category and attach supporting receipts or vendor documentation where practicable. Client shall pay undisputed invoice amounts within days of receipt. Disputed amounts must be notified in writing within the same period; undisputed portions remain payable.

Email invoices    Postal delivery

TERM AND TERMINATION

This Agreement shall commence on and shall continue until 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 termination date. Either party may terminate immediately for material breach if such breach remains uncured for a period of days following written notice specifying the breach.

Upon termination, Contractor shall be entitled to payment for all ODC Services performed and reimbursable Other Direct Costs incurred through the date of termination, together with any reasonable wind-down costs pre-approved by Client.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other information disclosed by a party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without obligation of confidentiality; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the disclosing party is given prompt notice and the disclosure is limited to the extent reasonably required.

Each party agrees to (i) use the other party's Confidential Information only for the purposes of performing its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to those of its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those hereunder, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Upon termination or at the disclosing party's request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

The parties acknowledge that a breach of this confidentiality provision may cause irreparable harm for which monetary damages would be an inadequate remedy, and each party is entitled to seek injunctive relief in addition to other remedies.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation. If negotiation fails, either party may pursue any available remedy in the courts of competent jurisdiction within the specified governing state.

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 that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity.

Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

ENTIRE AGREEMENT

This Agreement, including any exhibits or 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, representations and understandings, whether written or oral, relating to such subject matter.

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