Business Policy Raf

Business Policy Raf

This Business Policy Agreement (the "Agreement") is made effective as of by and between:

Recitals

WHEREAS, Provider designs, maintains, and implements business policies, procedures, and compliance protocols relevant to the Recipient's operations; and

WHEREAS, Recipient desires to retain Provider to prepare and deliver a business policy set known as "Business Policy Raf" and Provider is willing to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that the policies and deliverables described in this Agreement be adopted by Recipient only upon full payment and will be subject to the confidentiality and governing law provisions herein.

Scope of Work

Provider shall prepare, deliver, and where agreed assist in implementing the Business Policy Raf package, which shall include documented policies, procedures, templates, and an implementation memorandum tailored to Recipient's business operations. Provider's obligations shall include reasonable revisions requested by Recipient that conform to the agreed scope and do not materially expand the original deliverables.

Payment Terms

Recipient shall pay Provider the fees set forth below in full consideration for the services and deliverables provided under this Agreement. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Any undisputed late payments shall accrue interest at the rate specified above and Provider may suspend performance pending cure of past-due amounts if Recipient fails to pay within thirty (30) days of invoice. Recipient shall be responsible for reasonable collection costs, including attorneys' fees, incurred in enforcing payment.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within the specified notice period. Provider may also terminate for convenience upon providing the notice period; in such event Provider shall invoice for work performed through the effective date of termination and Recipient shall pay all undisputed amounts.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) that is marked confidential or that reasonably should be understood to be confidential given the nature of the information 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 at least as restrictive as those herein. Confidential Information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement, that was known to the Receiving Party prior to disclosure, or that is rightfully received from a third party without restriction.

Permitted with prior written notice and obligations of confidentiality imposed on recipients

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 within the selected state for resolution of disputes arising under this Agreement.

Entire Agreement; Miscellaneous

This Agreement, together with any exhibits or documents 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 shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality provisions and agree that Provider shall be entitled to equitable relief, including injunctive relief, in addition to any remedies at law.

Representations and Warranties

Each party represents and warrants that it has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

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