Business Proceedings Document

Business Proceedings Document

This Business Proceedings Document (the "Agreement") is made effective as of by and between Company Name: , with principal address at , and Participant Name: , with address at .

RECITALS

WHEREAS, Company engages in the planning, coordination and conduct of business proceedings, meetings, and related events, and possesses the personnel and expertise necessary to administer such proceedings; and

WHEREAS, Participant desires to retain Company to provide specified services in connection with a particular business proceeding described herein and Company agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the full scope of services, payment terms, confidentiality obligations and other material terms governing the relationship between the parties during the Term defined below.

SCOPE OF WORK

Company shall perform the services described above using personnel of suitable skill, experience, and credentials, and shall exercise commercially reasonable efforts to deliver services in accordance with agreed schedules, timelines and professional standards.

PAYMENT TERMS

All amounts due under this Agreement shall be paid in lawful currency of the United States unless otherwise agreed in writing. If any installment is not paid within the time specified, Company may assess the Late Payment Fee stated above and shall be entitled to suspend performance until all overdue amounts plus interest and collection costs are paid.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the Notice Period specified above in writing to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination. Upon termination, Participant shall pay Company for all services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, electronic or visual, 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 includes, without limitation, business plans, financial information, customer lists, pricing, trade secrets, technical data and procedures relating to the business proceedings.

The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through the receiving party's breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure by the disclosing party; (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination of this Agreement, the receiving party shall return or destroy Confidential Information as directed by the disclosing party and shall certify in writing to such return or destruction.

The parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages would be inadequate and that the disclosing party shall therefore be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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 law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that State for the resolution of any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will continue in full force and effect and the invalid or unenforceable provision will be reformed only to the extent necessary to make it valid and enforceable.

MISCELLANEOUS PROVISIONS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or successor in interest. The failure of either party to enforce any right shall not constitute a waiver of that right.

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