Business TVF Document

Business TVF Document

This Business TVF Document (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client is engaged in business activities requiring transaction verification, facilitation and related processing services (collectively the "TVF Services");

WHEREAS, Provider represents that it has the experience, personnel and systems necessary to perform the TVF Services and is willing to provide such services to Client on the terms set forth in this Agreement;

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

Scope of Work

Provider shall perform the TVF Services described below and any additional tasks agreed in writing by the parties. Provider will exercise commercially reasonable efforts to meet agreed milestones and deliverables, and will comply with Client's reasonable policies and applicable law in performing the Services.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the TVF Services. Unless otherwise agreed in writing, fees are payable in U.S. dollars and exclusive of taxes for which Client is responsible.

Late payments shall accrue interest and fees as set forth below. Provider may suspend performance for nonpayment in accordance with this Agreement.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this section, shall continue until the End Date or until completion of the Services.

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period. Client may terminate for convenience upon providing the notice required above; in such event, Client shall pay for Services performed and non-cancellable commitments incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations and shall protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order (provided the Receiving Party gives prompt notice and cooperates with protective measures).

Upon termination or at the Disclosing Party's request, the Receiving Party shall promptly return or destroy, and certify destruction of, Confidential Information. The obligations of confidentiality shall survive termination for a period of three (3) years, or longer with respect to trade secrets as provided by applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth below, without regard to conflict of laws principles.

Entire Agreement; Miscellaneous

This Agreement, together with all attachments and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party may designate by notice).

The parties represent and warrant that the individuals executing this Agreement on their behalf are authorized to bind each party to its terms. Execution and delivery of this Agreement by electronic signature or PDF copy shall have the same force and effect as an original signature.

Sign Now