Business TVM Document

BUSINESS TVM AGREEMENT

This Business TVM Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , with principal place of business at , and Service Provider Name: , with principal place of business at .

WHEREAS

WHEREAS, Client requires transaction verification, treasury and vendor management services (hereinafter "TVM Services") in connection with Client's business operations; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and systems to perform TVM Services and is willing to provide those services upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision, payment for and confidentiality of such TVM Services.

SCOPE OF WORK

Service Provider shall provide TVM Services including, but not limited to: transaction verification and reconciliation, vendor onboarding and due diligence, cashflow reporting, fraud monitoring, and system integration support as further described below. The parties acknowledge that the scope may be amended by written change order signed by authorized representatives.

PAYMENT TERMS

Client shall pay Provider compensation for the TVM Services in accordance with the amounts and schedule set forth below. All fees are exclusive of taxes unless otherwise stated. Invoices shall be delivered in writing and are due in accordance with the agreed schedule.

All undisputed invoices not paid within days of receipt shall incur the late payment fee stated above. Client shall notify Provider in writing of any disputed amounts within ten (10) days of receipt; undisputed portions remain payable.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may also terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Upon termination, Provider shall deliver to Client all work product and shall invoice Client for all services performed and reimbursable expenses incurred through the effective date of termination. Client shall pay undisputed amounts in accordance with Payment Terms.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that, in connection with the performance of this Agreement, it may receive or have access to confidential or proprietary information of the other party (the "Disclosing Party"). The Receiving Party shall: (a) hold such information in strict confidence; (b) use the information solely to perform obligations under this Agreement; and (c) not disclose such information to any third party except to its employees or permitted subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential information does not include information that: (i) is or becomes publicly available through no wrongful act of the Receiving Party; (ii) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; or (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The obligations in this section shall survive termination of this Agreement for a period of .

NOTICES

All notices required or permitted 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 designate in writing).

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 in that state for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. The parties acknowledge that monetary damages may be an insufficient remedy for breach of the confidentiality provisions and that injunctive relief may be sought in addition to other remedies.

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