Business VCA Document

BUSINESS VCA DOCUMENT

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

Client Name:     Client Address:

Vendor Name:     Vendor Address:

WHEREAS

WHEREAS, Client requires certain business validation, control assessment and related advisory services described herein; and

WHEREAS, Vendor represents that it possesses the qualifications, experience and personnel necessary to perform the services and desires to provide such services to Client under the terms and conditions of this Agreement.

WHEREAS, the parties desire to set forth the scope of work, payment terms, confidentiality obligations and other terms governing their relationship.

SCOPE OF WORK

Vendor shall perform the services described above in a professional and workmanlike manner in accordance with industry standards and applicable law. Vendor shall assign personnel reasonably qualified to perform the services and shall be responsible for all acts and omissions of its personnel in the performance of this Agreement.

PAYMENT TERMS

Invoices shall be issued by Vendor in accordance with the Payment Schedule. Client shall pay all undisputed invoices within days of receipt. Overdue amounts shall bear interest at the lesser of % per month or the maximum rate permitted by law. In addition, Client shall reimburse Vendor for reasonable collection costs, including attorney fees, incurred in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

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

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party to the other, whether disclosed orally, visually or in writing, including but not limited to business plans, internal procedures, technical data, financial information and client lists. Each receiving party shall: (a) hold Confidential Information in strict confidence 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; (b) use Confidential Information solely for the purposes of performing 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 no less restrictive than those in this Agreement.

The foregoing obligations shall not apply to information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was known to the receiving party prior to disclosure by the disclosing party as evidenced by written records; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If a receiving party is compelled by law to disclose Confidential Information, it shall provide the disclosing party with prompt written notice and reasonably cooperate to obtain protective measures.

WARRANTIES; LIMITATION OF LIABILITY

Vendor warrants that the services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO VENDOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for purposes of any action arising out of or relating to this Agreement.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, 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.

SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

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