Business PCV Document

BUSINESS PCV DOCUMENT

This Business PCV Document (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal address (hereinafter "Client"), and Provider Name: with principal address (hereinafter "Provider"). Client and Provider may be referred to individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Provider is engaged in the business of performing performance, compliance and verification services relating to business processes and systems ("PCV Services") as described below; and

WHEREAS, Client desires to retain Provider to perform certain PCV Services and Provider is willing to perform such Services under the terms and conditions set forth herein; and

WHEREAS, the Parties intend for this Agreement to define the scope, payment, confidentiality and risk allocation applicable to the Services to be provided.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration for the performance of Services. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law. In addition, Provider may suspend performance while undisputed invoices remain unpaid for more than days, provided Provider gives ten (10) days' prior written notice.

Unless otherwise stated, invoices are due net upon receipt and must reference the applicable Purchase Order or Agreement. All taxes, duties or levies imposed on fees shall be borne by Client, except taxes based on Provider's net income.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within the notice period specified above. Either Party may also terminate for insolvency, bankruptcy, or assignment for the benefit of creditors by the other Party upon written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public technical, financial, operational, and business information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed in writing, orally, visually, or by inspection. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession without restriction prior to disclosure; (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) hold Confidential Information in confidence using at least the same degree of care as it uses to protect its own similar confidential information but in no event less than reasonable care; (ii) not disclose Confidential Information to third parties except to those employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as this Agreement; and (iii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION AND LIABILITY

Each Party (Indemnitor) shall indemnify, defend and hold harmless the other Party (Indemnitee) from and against claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of this Agreement, gross negligence or willful misconduct. Except for indemnification for claims of bodily injury, death or third-party intellectual property infringement, neither Party's aggregate liability for direct damages arising from or relating to this Agreement shall exceed the total fees paid or payable by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim. Neither Party shall be liable for special, incidental, consequential or punitive damages, except to the extent such damages arise from gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the selected State for disputes arising out of or relating to this Agreement, unless the Parties agree in writing to alternative dispute resolution.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate by written notice to the other. Notices shall be deemed given upon personal delivery, on the next business day after delivery by reputable overnight courier, or three (3) business days after deposit in the mail with postage prepaid and return receipt requested.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or successor in connection with a sale of substantially all of its assets or equity, provided the assignee assumes the obligations herein.

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