Business Services CCAF Form

Business Services CCAF Form

Effective Date:

RECITALS

WHEREAS, Client Name: (the "Client") desires to engage the Service Provider to perform certain business services under the terms set forth herein;

WHEREAS, Service Provider Name: (the "Service Provider") represents that it has the expertise and resources to perform the services described in this Agreement; and

WHEREAS, the parties agree to memorialize their understanding and the terms of engagement in this Business Services CCAF Form (the "Agreement").

SCOPE OF WORK

The Service Provider shall perform the services and deliver the work product described below. The parties acknowledge that the description must be sufficiently detailed to allow performance measurement.

PAYMENT TERMS

Compensation: Client shall pay the Service Provider the fees set forth below in consideration for the performance of the Scope of Work. Fees are exclusive of applicable taxes unless otherwise stated.

Payment shall be made in the currency stated above. If Client disputes any portion of an invoice in good faith, Client shall provide written notice specifying the disputed amount and supporting reasons; undisputed amounts remain payable as required by this Agreement.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above. Termination shall not relieve Client of the obligation to pay for services performed and expenses reasonably incurred through the effective date of termination.

CONFIDENTIALITY

Each party may disclose Confidential Information to the other in connection with this Agreement. "Confidential Information" means non-public business, technical or financial information that is identified as confidential or that reasonably should be understood to be confidential.

Each party shall: (a) protect Confidential Information of the other with at least the same degree of care it uses for its own Confidential Information but no less than reasonable care; (b) use such Confidential Information only for performance under this Agreement; and (c) not disclose such Confidential Information except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

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 laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations and discussions, whether oral or written.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliated entity or in connection with a merger or sale of substantially all of its assets.

Independent Contractor: The Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship.

NOTICES

Notices under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or reputable overnight courier to the addresses provided above, or to such other address as a party may specify in writing.

By checking the box below, the signer certifies that they are authorized to enter into this Agreement on behalf of the party identified and that all information provided on this form is true and correct.

I certify that I am an authorized representative

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