Business Practice Policies

BUSINESS PRACTICE POLICIES

This Business Practice Policies Agreement (the "Policies") is made effective as of by and between Company Name: and Counterparty Name: .

WHEREAS

WHEREAS, Company Name: is engaged in the business of providing products and/or services as described herein; and

WHEREAS, Counterparty Name: desires that Company adopt and follow the business practices, policies and procedures set forth in this document to ensure consistent operations and compliance with applicable laws and industry standards.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

The Company shall perform the responsibilities described above in a professional manner, consistent with prevailing industry standards, and in compliance with all applicable laws, rules and regulations. The Company shall maintain policies, training, and documentation sufficient to demonstrate adherence to these Practices and shall permit Counterparty to audit compliance in accordance with the Audit section set forth below.

PAYMENT TERMS

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Company may suspend services for failure to pay amounts due after days' written notice.

TERM AND TERMINATION

Term: This Policies agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Policies agreement for convenience upon providing written notice to the other party no fewer than days prior to the effective termination date. Either party may also terminate immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice.

CONFIDENTIALITY

"Confidential Information" means non-public information, whether written, electronic or oral, disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public without breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure as evidenced by written records; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party will (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for the purposes contemplated herein, and (iii) restrict disclosure of Confidential Information to those 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. The Receiving Party will exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but not less than reasonable care.

AUDIT AND RECORDS

Upon reasonable advance notice, and not more frequently than once per calendar year except for suspected material noncompliance, the Company shall permit the Counterparty (or an independent auditor engaged by the Counterparty) to examine records and other evidence reasonably necessary to verify compliance with these Policies. Audit activities shall be conducted during normal business hours and under conditions that do not unreasonably interfere with Company operations.

GOVERNING LAW

This Policies agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Policies agreement 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 assets, or other change of control, provided the assignee agrees in writing to be bound by the assigning party's obligations hereunder.

Amendments: Any amendment or modification to this Policies agreement must be in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Policies agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will negotiate in good faith a substitute valid provision that most nearly effects the parties' intent.

ENTIRE AGREEMENT

This Policies agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to such subject matter.

NOTICES

Sign Now