Business PLC Document

BUSINESS PLC DOCUMENT

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

Company Name:    Company Jurisdiction:

Counterparty Name:    Counterparty Type:

RECITALS

WHEREAS, the Company is a public limited company duly incorporated and validly existing under the laws of , and is authorized to enter into this Agreement;

WHEREAS, the Counterparty possesses expertise and resources to provide the services described herein and agrees to perform such services for the Company under the terms and conditions set forth below;

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other material terms governing their relationship.

AGREEMENT

1. Scope of Work

The Counterparty shall provide the services, deliverables and milestones as described below. The Counterparty shall perform the Work in a professional and timely manner consistent with industry standards.

2. Payment Terms

The Company shall pay the Counterparty as consideration for the Work the amount set forth below subject to the invoicing and payment schedule stated herein.

Total Contract Amount:   Currency:

Invoices shall be submitted to the Company in writing and are due and payable within days of receipt unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. The parties may also agree to a late fee of as a one-time administrative charge.

3. Term and Termination

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

Termination for Convenience. Either party may terminate this Agreement without cause upon providing days' written notice to the other party.

Termination for Cause. Either party may terminate immediately for material breach where the breaching party fails to cure a material breach within days after receipt of written notice specifying the breach. Termination for insolvency, illegality or prolonged force majeure is also permitted as set forth below.

4. Confidentiality

Definition. "Confidential Information" means non-public information disclosed by one party (Discloser) to the other party (Recipient), whether orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Obligations. The Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to those employees, agents, or subcontractors with a need to know, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions. Confidential Information does not include information that is or becomes generally available to the public through no breach by the Recipient, was rightfully received from a third party without restriction, was independently developed by the Recipient without use of or reference to Discloser's Confidential Information, or is required to be disclosed by law or governmental order.

Duration. The confidentiality obligations in this Section shall survive termination of this Agreement for a period of years.

5. Governing Law

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

6. Entire Agreement; Amendments

This Agreement, together with any schedules or appendices expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

7. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested) or a nationally recognized courier service.

8. Miscellaneous

Relationship of the Parties. The parties are independent contractors and nothing in this Agreement shall be deemed to create an employer-employee, principal-agent, partnership or joint venture relationship.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' intent.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic image shall be effective as originals.

EXECUTION

The undersigned each represent and warrant that they are duly authorized to execute and deliver this Agreement on behalf of the party for which they sign.

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