Business TCE Document

BUSINESS TCE DOCUMENT

This Business TCE Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: , with principal address (hereafter "Client"), and Service Provider Name: , with principal address (hereafter "Provider").

RECITALS

WHEREAS, Client desires to obtain certain consulting, advisory, technical or transactional cost evaluation services (the "Services") related to Client's business operations; and

WHEREAS, Provider has the expertise and capacity to perform the Services and is willing to provide such Services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth their mutual rights and obligations with respect to the performance, payment and confidentiality of the Services.

SCOPE OF WORK

Provider shall perform the Services described below. The Services shall include analysis, reporting, and recommendations as necessary to complete the deliverables identified herein. Provider will perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider for the Services in accordance with the following terms. All fees are exclusive of applicable taxes which shall be the responsibility of the party required by law to pay such taxes.

Payments are due within days of invoice receipt. Late payments shall accrue interest at the lesser of (i) the maximum lawful rate or (ii) .

Provider shall submit itemized invoices in a form reasonably acceptable to Client. Unless otherwise agreed in writing, Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Services upon presentation of supporting receipts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of the breach. Termination shall not relieve Client of the obligation to pay for Services rendered and reimbursable expenses incurred through the effective date of termination.

Upon termination, Provider will deliver to Client all work product, materials and documentation prepared up to the date of termination. Clauses that by their nature survive termination shall remain in full force and effect.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by either party to the other whether in written, oral, electronic or other form, 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 party shall: (a) protect the other's Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was in the receiving party's possession without restriction prior to receipt from the disclosing party; (iii) was lawfully obtained from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. If a receiving party is compelled by law or valid legal process to disclose Confidential Information, it shall provide prior notice to the disclosing party where legally permitted and cooperate with any efforts to obtain confidential treatment.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

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

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, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the original intent of the parties.

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