Business PBC Document

BUSINESS PBC DOCUMENT

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

Client Name:    Client Address:

Provider Name:    Provider Address:

RECITALS

WHEREAS, Client is engaged in the business described as and requires certain deliverables and supporting materials prepared or provided by Provider;

WHEREAS, Provider has the capability and experience to perform the services and supply the materials set forth in this Agreement, including but not limited to the preparation and delivery of provided-by-client documentation, records, and supporting schedules necessary for Client's business processes and compliance obligations;

WHEREAS, the parties desire to set forth their respective rights and duties with respect to the scope of work, payment, confidentiality, and other terms as set forth below.

SCOPE OF WORK

Provider shall perform the work and deliver the items described below. Provider shall exercise commercially reasonable efforts and perform in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for Provider's performance, Client shall pay Provider the amounts and according to the schedule set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the rate of per month (or the maximum rate permitted by law, if lower). In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated as provided herein, continues until .

Either party may terminate this Agreement for material breach by the other party that remains uncured for the notice period set forth above. Termination for convenience is permitted if the terminating party provides the notice period in advance and pays for work performed through the effective date of termination and any non-cancellable expenses incurred by Provider.

CONFIDENTIALITY

During the term of this Agreement and for years thereafter, each party shall hold in strict confidence all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the receiving party prior to disclosure without obligation of confidentiality; (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 receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Disclosure of Confidential Information compelled by law shall be permitted only after the receiving party provides prompt notice to the disclosing party and cooperates in any reasonable protective measures.

GOVERNING LAW; 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. The parties shall attempt in good faith to resolve disputes through negotiation. If the parties cannot resolve a dispute within 30 days, either party may pursue equitable relief or other remedies as provided by law in the courts located in the governing state.

REPRESENTATIONS; WARRANTIES; INDEMNITY

Each party represents that it has full power and authority to enter into and perform this Agreement. Provider represents that services will be performed in a professional manner and in accordance with the Scope of Work. Provider's sole obligation for breach of warranty shall be the re-performance of nonconforming services or, if re-performance is not commercially practicable, a refund of the fees paid for the defective portion of the services. To the extent permitted by law, neither party shall be liable for consequential, special, or punitive damages, except for claims arising from willful misconduct or gross negligence. Provider agrees to indemnify Client from third-party claims arising out of Provider's gross negligence or willful misconduct in performing the services.

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 a party may specify in writing.

ENTIRE AGREEMENT

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

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