Business PICI Document

Business PICI Document

Client Name:

RECITALS

WHEREAS, Client Name: desires to retain certain services and to exchange certain confidential business and technical information for the purpose of evaluating and performing the Services described below; and

WHEREAS, Service Provider Name: represents that it has the capability and expertise to perform such services and will receive Proprietary Information in connection with the engagement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services described below for Client in accordance with the terms of this Agreement.

PAYMENT TERMS

Client agrees to pay Service Provider the consideration described below in exchange for the Services rendered under this Agreement.

Invoices shall be due within days of receipt unless otherwise stated. Client shall be responsible for all reasonable costs of collection, including attorneys' fees, if payment is not made when due.

TERM AND TERMINATION

This Agreement shall commence on Effective Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Termination for material breach shall be effective immediately upon written notice if the breach is not cured within fourteen (14) days of receipt of such notice, or immediately for breaches that are incapable of cure.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any nonpublic information, whether written, oral, electronic or other form, disclosed by a disclosing party to the receiving party 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 data, technical designs, trade secrets, customer lists, pricing, and product roadmaps.

The receiving party shall: (a) hold all Confidential Information in strict confidence and use at least the same degree of care used to protect its own confidential information but in no event less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known without breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction and without breach; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Upon termination or written request, the receiving party shall promptly return or destroy, at the disclosing party's option, all materials embodying Confidential Information and shall certify in writing that such materials have been returned or destroyed. The obligations of confidentiality shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND INDEMNITY

Unless otherwise agreed in writing, all intellectual property created by Service Provider specifically for Client pursuant to this Agreement shall be owned by Client upon full payment. Service Provider warrants that the deliverables will not infringe third-party intellectual property rights and agrees to defend, indemnify and hold Client harmless from and against all liabilities, losses and costs (including reasonable attorneys' fees) arising from any third-party claim that the deliverables infringe any intellectual property right, provided Client gives prompt written notice and reasonable cooperation in the defense.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall first attempt to resolve disputes in good faith through senior representatives. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in the county of the governing state selection, administered under commercial arbitration rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, sale of substantially all assets or other corporate reorganization.

Amendments and Waivers: No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties. The failure to enforce any provision shall not constitute a waiver.

Severability: If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect and shall be construed so as to effectuate the parties' intent to the greatest extent permitted by law.

ENTITY TYPE AND CONTACTS

Client is a: Individual Corporation Limited Liability Company

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