Business Protocol Draft

BUSINESS PROTOCOL DRAFT

This Business Protocol Draft (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client is engaged in the business of conducting operations and requires certain protocols, procedures, and deliverables to be developed and implemented to govern specified activities; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel, and resources necessary to develop, document, and assist in implementing the required protocols in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows.

SCOPE OF WORK

The Service Provider shall perform the tasks described above and provide all required documentation, training materials, and deliverables (collectively, the "Deliverables"). Deliverables shall conform to reasonable professional standards and the specifications set forth in the Scope of Work. Any change to the Scope of Work that materially alters cost or schedule shall be documented in a written amendment executed by both parties.

PAYMENT TERMS

Payments not received within days after invoice due date shall incur a late fee of % per month (or the maximum lawful rate if less). The Service Provider may suspend performance for invoices overdue by more than days after written notice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party with not less than days' prior written notice. Either party may terminate immediately for cause on written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all information disclosed by a disclosing party to 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, including but not limited to business processes, protocols, trade secrets, technical data, product plans, financial information, and customer lists. The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely for the performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (b) is lawfully received from a third party without restriction; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is rightfully in the receiving party's possession prior to disclosure. If the receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and cooperate reasonably to obtain protective relief.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in the applicable jurisdiction, and each party hereby submits to the personal jurisdiction of such courts.

ADDITIONAL TERMS

Independent Contractor: The Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the parties. Service Provider shall be responsible for all federal, state, and local obligations relating to its personnel.

Remedies; Injunctive Relief: The parties agree that a breach of the Confidentiality provisions or misuse of intellectual property would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to other remedies, a disclosing party shall be entitled to seek injunctive relief without the requirement of posting bond.

ENTIRE AGREEMENT

This Agreement, including any attachments and amendments 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, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be delivered in writing to the addresses provided above and shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified mail return receipt requested.

SIGNATURES

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