Business PCC Document

BUSINESS PCC DOCUMENT

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

Company Name: , Address:

Service Provider Name: , Address:

RECITALS

WHEREAS, Party A seeks to retain Party B to perform certain professional business, consulting, compliance and certification services as described in this Agreement; and

WHEREAS, Party B represents that it possesses the experience, personnel and resources necessary to perform the services described below and is willing to perform such services under the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation and confidentiality matters described in this Agreement.

SCOPE OF WORK

Party B will provide the deliverables and perform the services described in the Scope of Work below. The parties acknowledge that the Scope of Work may be amended by written change order signed by both parties.

PAYMENT TERMS

Compensation for services rendered by Party B shall be as follows. All fees are payable in United States dollars unless otherwise agreed in writing.

Party B shall submit itemized invoices in accordance with the payment schedule. Unpaid amounts shall accrue interest at the rate specified above, calculated monthly. Payment obligations are exclusive of taxes; the party required by law to collect taxes shall list such taxes separately on invoices and shall remit them to the appropriate authority. Reasonable, pre-approved out-of-pocket expenses incurred by Party B shall be reimbursed by Party A upon submission of receipts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon giving Notice Period: 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 days after receipt of written notice describing the breach. Termination shall not relieve either party of obligations accrued prior to termination. Upon termination Party B shall deliver to Party A all work in progress and all materials paid for by Party A; Party A shall pay Party B for all services performed and expenses incurred through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes business plans, financial information, customer data, trade secrets, and technical information.

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 not 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 set forth herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of Confidentiality Period: years, except with respect to trade secrets, which shall remain protected for as long as they remain trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, in no event shall either party's aggregate liability to the other party arising out of or relating to this Agreement exceed the total fees paid or payable to Party B under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

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 provided the assignee assumes all obligations hereunder. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing herein shall be construed to create a partnership, joint venture or agency relationship.

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