Business Policy and Procedure

BUSINESS POLICY AND PROCEDURE

THIS POLICY AND PROCEDURE AGREEMENT (the Policy) is made effective as of by and between Company Name: with principal address at and Recipient Name: with principal address at .

WHEREAS

WHEREAS, Company Name: is engaged in the business of providing goods and/or services described herein and desires to establish binding policies and procedures governing performance, payment, confidentiality and related matters; and

WHEREAS, Recipient Name: acknowledges receipt of and agrees to abide by the terms of this Policy in connection with the Scope of Work set forth below; and

WHEREAS, the parties intend that this Policy set forth the complete administrative and contractual obligations between the parties with respect to the subject matter herein.

SCOPE OF POLICY AND PROCEDURE

The following describes the scope of services, responsibilities and procedural standards that govern performance under this Policy. The recipient shall perform work in accordance with the descriptions, quality standards, timelines and deliverables set forth below.

PAYMENT TERMS

The Company shall compensate Recipient in accordance with the schedule and amounts set forth. All amounts are denominated in legal currency unless otherwise stated. Recipient shall submit invoices that conform to Company billing requirements and supporting documentation where applicable.

TERM AND TERMINATION

The Policy commences and terminates as set forth below unless earlier terminated in accordance with this Section.

Commencement:

Termination:

CONFIDENTIALITY

Each party shall maintain in strict confidence all non-public information disclosed by the other 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"). Confidential Information shall not include information that is publicly known through no breach hereof, rightfully received from a third party without restriction, or independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for the purposes of performing its obligations under this Policy and shall limit access to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

GOVERNING LAW

This Policy shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Policy, including all schedules and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver shall be effective unless made in a writing signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its duties under this Policy without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth at the beginning of this Policy or to such other address as a party may designate by notice in accordance with this section.

ACKNOWLEDGMENT

Each party represents and warrants that the person signing below has the authority to execute this Policy and to bind the party to the terms set forth herein. By signing below, the parties acknowledge that they have read, understood and agree to be bound by this Policy.

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