Business POZP Document

BUSINESS POZP DOCUMENT

This Business POZP Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: (hereafter "Client") and Provider Name: (hereafter "Provider"). Client and Provider may be collectively referred to as the "Parties."

RECITALS

WHEREAS, Client seeks to retain Provider to perform certain business services and deliverables as set forth in this Agreement; and

WHEREAS, Provider represents that it possesses the expertise, personnel, and resources necessary to perform the Services described herein and is willing to provide such Services under the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations in this Agreement.

PARTIES AND CONTACTS

SCOPE OF WORK

Provider shall perform the Services and deliver the Products described below. The Parties acknowledge that the defined scope controls the work to be performed and any material change requires a written Change Order signed by both Parties.

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below. All amounts are payable in lawful currency unless otherwise agreed in writing.

Invoices shall be submitted by Provider to Client and are due within days of receipt, unless a different period is specified in the Payment Schedule. Late payments shall accrue interest at the rate of percent per month (or the maximum permitted by law, if less).

Reimbursable expenses require prior written approval and will be invoiced with reasonable supporting documentation. All fees are exclusive of taxes; Client is responsible for any applicable taxes, except taxes on Provider's net income.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for material breach if the other Party fails to cure such breach within days after receipt of written notice specifying the breach. Either Party may terminate for convenience with prior written notice of days to the other Party. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party (the "Disclosing Party") to the other Party (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.

The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except to the extent a longer period is required by law.

The obligations in this Section do not apply to information that (a) is or becomes publicly available without breach of this Agreement, (b) was rightfully known to the Receiving Party prior to receipt, (c) is independently developed by the Receiving Party without reference to Confidential Information, or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates to seek a protective order or other limitations on disclosure.

ADDITIONAL PROVISIONS

Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, sale of substantially all its assets, or operation of law, provided the assignee assumes all obligations hereunder.

Indemnification: Each Party agrees to indemnify, defend, and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct in performing its obligations under this Agreement, subject to any limitations or exclusions set forth herein.

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 courts located within that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules and Change Orders executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties.

EXECUTION

Each person signing below certifies that they are duly authorized to execute this Agreement on behalf of the Party for which they sign and that execution of this Agreement binds that Party to the terms herein.

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