Business PCDS Document

Business PCDS Document

This Business PCDS Document ("Agreement") is entered into as of Effective Date: by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client requires access to certain proprietary, confidential, or sensitive information and technical materials for the purposes of evaluating, integrating, or otherwise engaging in business activities (the "Purpose"); and

WHEREAS, Provider possesses such information and is willing to disclose certain Proprietary Confidential Data and Specifications ("PCDS") to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope of permitted use, compensation, confidentiality, and protections applicable to the PCDS and any related deliverables.

Scope of Work

Provider shall deliver, and Client shall accept, services and/or materials described in the Scope of Work. All deliverables shall conform to the specifications and acceptance criteria set forth in the Scope of Work and any attachments incorporated by reference.

Payment Terms

In the event any undisputed amount due under this Agreement is not paid within days after the due date, Client shall pay interest on the unpaid amount at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. In addition, Provider may charge a one-time administrative late fee of .

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon expiration or termination, each party shall return or destroy all Confidential Information of the other party in its possession in accordance with the requirements of this Agreement.

Confidentiality

"Confidential Information" means any non-public information disclosed by a Disclosing Party to a Receiving Party, whether orally, visually, in writing or in electronic form, 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, including, without limitation, technical data, trade secrets, designs, specifications, product roadmaps, software, algorithms, business plans, customer lists, pricing, PCDS, and other proprietary information.

The Receiving Party shall (a) use Confidential Information solely for the Purpose; (b) restrict disclosure of Confidential Information to those employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party; (ii) was in the Receiving Party's possession prior to receipt from the Disclosing Party as evidenced by written records; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice so the Disclosing Party may seek a protective order or other appropriate remedy; provided, however, that the Receiving Party may disclose only that portion of Confidential Information that it is legally required to disclose.

The parties acknowledge that monetary damages may be insufficient to remedy a breach of this Confidentiality section and that the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in addition to any available legal remedies.

Governing Law

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

Entire Agreement

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

Notices

Notices shall be in writing and delivered by hand, recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may designate by notice to the other.

Representations and Authority

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Each signatory below represents that they are an authorized representative of the respective party and have the authority to bind that party to the terms of this Agreement.

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