Business PCCD Document

BUSINESS PCCD DOCUMENT

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing certain commercial services and information and is willing to disclose such information to Party B on a confidential basis; and

WHEREAS, Party B desires to receive such information and to retain Party A to perform the services described in this agreement, subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows effective as of .

Scope of Work

Party A shall perform the services and deliverables as described below. The description constitutes the binding scope of work for which Party A shall be responsible and deliver in accordance with the schedule set forth herein.

Payment Terms

As full compensation for the performance of the Scope of Work, Party B shall pay Party A the Total Fee specified below, payable in accordance with the payment schedule. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Any past-due amount shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law. In addition, Party A may impose a late fee of for each invoice more than days past due.

Term and Termination

This Agreement shall commence on and shall continue in full force until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice describing the breach.

Upon termination, Party B shall pay Party A for all services performed and expenses incurred through the effective date of termination. Sections governing Confidentiality, Indemnification, Governing Law and remedies shall survive termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party, whether oral, written, electronic or otherwise, 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 includes, without limitation, business plans, financial information, customer lists, trade secrets and technical data.

The receiving party shall: (a) maintain the confidentiality of the Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely for the performance of obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, affiliates, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

The foregoing obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure without restriction; (iii) is lawfully obtained by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the Confidential Information. If the receiving party is compelled by law to disclose Confidential Information, it shall provide prompt notice to the disclosing party and reasonably cooperate to limit disclosure and obtain protective measures.

Upon request or upon termination of this Agreement, the receiving party shall promptly return or certify destruction of all materials containing Confidential Information. Monetary damages may be inadequate to remedy a breach of this Section; accordingly, the disclosing party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies available at law or equity.

Indemnification (Summary)

Each party shall indemnify and hold harmless the other party, its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's willful misconduct, gross negligence or breach of its representations, warranties or obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and shall reasonably cooperate in the defense.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the selected jurisdiction for any disputes arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral, relating to the subject matter hereof. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all of the assigning party's assets or equity. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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