Business Services CROAgr Document

BUSINESS SERVICES CRO AGREEMENT

This Business Services Agreement (the "Agreement") is made and entered into by and between:

Client Name:   Address:

Service Provider Name (CRO):   Address:

WHEREAS

WHEREAS, Client desires to retain the Service Provider to perform certain research, development, project management and related services in connection with Client's business initiatives as further described herein; and

WHEREAS, Service Provider has the professional capability, personnel, facilities and experience to perform such services and is willing to perform those services for Client under the terms and conditions set forth in this Agreement; and

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

1. SCOPE OF WORK

2. PAYMENT TERMS

Fees: Client shall pay Service Provider the fees set forth below for the performance of the Services. Total Contract Value:

Invoicing and Payment Terms: Service Provider shall submit invoices to Client in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. All payments shall be made in the currency specified on the invoice.

Late Payment: Unpaid amounts shall accrue interest at a rate of or the maximum rate permitted by applicable law, whichever is lower. In addition to interest, Service Provider may suspend performance on ten (10) days' prior written notice for amounts that remain outstanding.

3. TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party. Termination shall not relieve Client of the obligation to pay for Services performed and non-cancellable commitments made prior to effective termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Definition: "Confidential Information" means all non-public, proprietary or confidential information disclosed by either party to the other in connection with this Agreement, whether disclosed in writing, orally or by inspection of tangible objects, including but not limited to technical data, trade secrets, know-how, designs, software, business and marketing plans, financial information and client lists.

Obligations: The receiving party shall (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (ii) use Confidential Information solely for the performance of its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction and without breach of this Agreement; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Duration: The confidentiality obligations shall continue for a period of from the date of disclosure, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY; LICENSES

Ownership of Pre-Existing Materials: Each party retains all right, title and interest in and to its pre-existing intellectual property and materials. No transfer of ownership is effected by this Agreement except as expressly set forth herein.

Work Product: Subject to Client's timely payment of all amounts due, Service Provider hereby assigns to Client all right, title and interest in and to deliverables specifically commissioned and paid for under this Agreement, except that Service Provider shall retain ownership of its pre-existing tools, templates, methodologies and background technology. To the extent assignment is not effective, Service Provider grants to Client a perpetual, non-exclusive, worldwide, royalty-free license to use, reproduce and modify the deliverables for Client's internal business purposes.

6. REPRESENTATIONS; WARRANTY DISCLAIMER

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with 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 AND NONINFRINGEMENT.

7. LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, indemnification obligations, or gross negligence or willful misconduct, in no event shall either party be liable to the other for indirect, special, incidental, consequential or punitive damages. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

8. CONFIDENTIAL REMEDIES; INJUNCTIVE RELIEF

The parties acknowledge that monetary damages may be an insufficient remedy for breach of confidentiality or misuse of intellectual property and that the non-breaching party shall be entitled to seek equitable relief, including injunctions, without the requirement of posting bond, in addition to any other remedies available at law or in equity.

9. GOVERNING LAW; DISPUTE RESOLUTION

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.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within thirty (30) days, either party may pursue any remedies available at law or in equity in the courts of the chosen governing law.

10. MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and shall be solely responsible for all taxes, withholdings and other statutory obligations of its personnel.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other in accordance with this Section.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work 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, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

SIGNATURES

The parties, intending to be legally bound, have executed this Agreement through their duly authorized representatives as of the dates set forth below.

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