Business Policy Corey

BUSINESS POLICY COREY

THIS BUSINESS POLICY AND SERVICES AGREEMENT ("Agreement") is made effective as of Effective Date: , by and between Company Name: and Service Provider Name: .

WHEREAS

WHEREAS, Company operates a business that requires certain services, policies, procedures, and deliverables described herein; and

WHEREAS, Service Provider represents that it has the qualifications, experience and capacity to perform the services and to observe the policies, terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations, including scope, compensation, confidentiality, term, termination and governing law, under this Business Policy and Services Agreement.

SCOPE OF WORK

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, acceptance criteria, milestones and any performance standards shall be set forth in the Description of Services and agreed in writing by the parties.

PAYMENT TERMS

Total Contract Amount: $ .

Payments are due within days of receipt of a proper invoice unless otherwise agreed. Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law. In addition, the non-paying party shall be responsible for reasonable collection costs and attorneys' fees incurred to collect past-due amounts.

TERM AND TERMINATION

Term Start Date: ; Term End Date: .

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of Receiving Party; (ii) was rightfully known to Receiving Party prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of or reference to Disclosing Party's Confidential Information. If Receiving Party is compelled by law to disclose Confidential Information, Receiving Party shall provide prompt notice to Disclosing Party to allow Disclosing Party to seek protective relief.

The confidentiality obligations set forth herein shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any schedules or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Independent Contractor; No Agency: Service Provider is an independent contractor and nothing in this Agreement will be construed to create a partnership, joint venture, employment, or agency relationship. Service Provider shall be solely responsible for all taxes and withholdings arising from compensation paid under this Agreement.

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

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