Business Services C4L Agreement

Business Services C4L Agreement

This Business Services C4L Agreement ("Agreement") is entered into as of by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business development, consulting, technology and advisory services under the name C4L and has represented that it possesses the skills, experience and personnel necessary to perform such services; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Any change in the scope shall be made only by written change order signed by authorized representatives of both parties, which shall include any adjustment to fees or schedule.

2. Payment Terms

Service Provider will invoice Client in accordance with the payment schedule set forth above. Unless otherwise agreed, Client shall pay all undisputed invoices within days of receipt. All amounts are quoted in U.S. dollars and exclude applicable taxes.

Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with the Services, provided such expenses are pre-approved in writing by Client.

3. 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 convenience upon written notice to the other party delivered at least days prior to the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach with reasonable specificity. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other party, whether disclosed orally, visually or in writing, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably ought to be treated as confidential. Confidential Information includes, but is not limited to, business plans, client lists, pricing, proprietary processes, technical data and trade secrets.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) 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; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information shall not include information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) was rightfully known by the receiving party prior to disclosure as demonstrated by written records; (iii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination of this Agreement, each party shall return or destroy the other party's Confidential Information as requested in writing.

5. Intellectual Property

Except as expressly set forth herein, each party retains all right, title and interest in and to its pre-existing intellectual property. Service Provider shall retain ownership of its methodologies, know-how and any pre-existing tools or software used in connection with the Services. Subject to full payment by Client of all fees due under this Agreement, Service Provider assigns to Client all right, title and interest in and to deliverables specifically commissioned under this Agreement and reduced to tangible form; provided, however, that Service Provider retains a perpetual, non-exclusive, royalty-free license to use general skills, experience and non-client specific know-how embodied in the deliverables.

6. Warranties; Disclaimers

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of that party's gross negligence, willful misconduct or material breach of this Agreement; provided, however, that the indemnitor's obligations shall be subject to the indemnitee's compliance with reasonable notification and cooperation requirements.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

8. Governing Law

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

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or recognized overnight courier and shall be deemed given upon receipt.

10. Independent Contractor; Assignment

Service Provider is an independent contractor and not an employee, partner or agent of Client. Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

11. Severability; Entire Agreement; Amendment

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

12. Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute one and the same instrument. Electronic signatures and transmitted copies of signatures shall be treated as originals for all purposes.

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