Business Rocha Policy

BUSINESS ROCHA POLICY

Parties

Client Name:

Recitals

WHEREAS, Client Name: (hereinafter "Client") desires to engage Provider to perform certain business services in accordance with the terms stated herein; and

WHEREAS, Provider Name: (hereinafter "Provider") represents that it has the experience, personnel, and facilities necessary to provide the services described in this Agreement; and

WHEREAS, the parties wish to set forth the terms, conditions, and policies under which Provider will perform services for Client under the Business Rocha Policy.

Scope of Work

Provider will perform the services, deliverables and responsibilities as further described below. Provider shall perform such services in a professional and workmanlike manner and in accordance with applicable industry standards.

Payment Terms

Client shall pay Provider for services rendered in accordance with the fee schedule and payment provisions set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices shall reference the applicable Purchase Order or agreement number and shall be sent to the invoice address specified in Notices. Payments shall be due within the number of days specified in the Payment Schedule following receipt of an undisputed invoice. Disputed portions of invoices will not relieve Client of payment obligations for undisputed amounts.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the specified notice period after receiving written notice. Client may terminate for convenience upon providing the notice period specified above, subject to payment for all services performed and non-cancellable obligations incurred through the effective date of termination.

The parties agree that termination for cause includes material breach, insolvency, or willful misconduct by the other party.

Confidentiality

Each party (the "Receiving Party") shall protect confidential information disclosed by the other party (the "Disclosing Party") with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential information does not include information that: (a) is or becomes publicly known other than by breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's confidential information.

The Receiving Party may disclose Confidential Information to its employees, agents and subcontractors on a need-to-know basis provided that such persons agree to confidentiality obligations consistent with this Agreement. Confidentiality obligations shall survive for a period of years following termination or expiration of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any disputes arising under this Agreement.

Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that it will perform services in a professional manner consistent with industry standards and will comply with all applicable laws and regulations in performing services.

Notices

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and sent to the addresses set forth below or to such other address as may be designated by a party by giving notice in accordance with this section.

Entire Agreement; Amendments

This Agreement, including any exhibits, schedules, 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, negotiations, representations and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Severability; Survival

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Provisions that by their nature are intended to survive termination or expiration shall so survive, including but not limited to confidentiality, payment obligations, and governing law.

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