Business Services NCD CAN

Business Services NCD CAN

Parties

Client Name:   Client Address:

Service Provider Name:   Service Provider Address:

Effective Date:

Recitals

WHEREAS, Client desires to obtain business services related to NCD CAN as described in this Agreement and has engaged Service Provider to render such services on the terms set forth herein;

WHEREAS, Service Provider has represented that it possesses the experience, personnel, and capacity to perform the Scope of Work and agrees to perform such services in accordance with accepted industry standards and the terms of this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client, and to define the parties' respective rights and obligations.

Scope of Work

Service Provider shall perform the services described below in a professional and timely manner. All services must conform to the specifications and deliverables agreed by the parties.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the performance of the Scope of Work. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Interest on past due amounts shall accrue at the rate specified above from the date due until paid. In addition to any late fee, Client will reimburse Service Provider for reasonable collection costs, including attorneys' fees, if payment is not made when due.

Term and Termination

This Agreement shall commence on the Start Date and continue until the 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 the breach within the notice period specified above. Service Provider may suspend services immediately for nonpayment.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) use Confidential Information only for the purposes of performing this Agreement; (b) restrict disclosure to employees and contractors with a need to know and subject to confidentiality obligations at least as protective as those herein; and (c) return or destroy Confidential Information upon termination or upon written request. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, independently developed, or lawfully obtained from a third party.

Representations, Warranties & Indemnification

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner in accordance with applicable industry standards. Client shall indemnify and hold Service Provider harmless from claims arising from Client-provided materials, instructions, or misuse of deliverables. Service Provider shall indemnify Client for direct damages resulting from Service Provider's gross negligence or willful misconduct.

Notices

All notices under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may specify in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or province identified below without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business. If any provision of this Agreement is held invalid, the remainder of the Agreement shall remain in full force and effect.

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