CBA Signature Document

CBA Signature Document

This CBA Signature Document (the "Agreement") is entered into by and between:

Client Name:    Contact Person:

Contractor Name:    Contact Person:

WHEREAS / RECITALS

WHEREAS, Client requires certain services and deliverables as described in this Agreement; and

WHEREAS, Contractor represents that it has the professional capability and personnel to perform such services and deliverables in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the services, payment, confidentiality, termination and related matters.

SCOPE OF WORK

Contractor shall provide the services and produce the deliverables described below. The description establishes the minimum scope; any change or addition shall be governed by the Change Orders provision of this Agreement.

PAYMENT TERMS

Compensation for the Services shall be paid by Client to Contractor as set forth below. All amounts are in U.S. dollars unless otherwise stated.

Total Contract Amount: $

 One-time payment due upon completion of deliverables
 Monthly payments in arrears
 Milestone payments as follows:

Invoices shall be due and payable within days of invoice receipt. Late payments shall bear interest at the lesser of: % per month, or the maximum rate permitted by applicable law.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days after receipt of written notice of such breach.

Upon termination, Contractor shall deliver all completed work-product and any work in progress for which Client has paid, and Client shall pay Contractor for all completed work and reasonably incurred, documented costs through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Each party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Any permitted disclosure required by law shall be subject to prior notice to the disclosing party where legally permitted and reasonable cooperation to seek protective measures.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except for trade secrets, which shall remain subject to protection for as long as they qualify as trade secrets under applicable law.

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 disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an acquirer of substantially all of its business or assets without consent, provided that the assignee assumes the assigning party's obligations under this Agreement.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in the performance of its obligations under this Agreement, subject to the indemnified party's compliance with reasonable notice and cooperation requirements.

Remedies: The parties acknowledge that a breach of the confidentiality or proprietary rights provisions of this Agreement would cause irreparable harm for which monetary damages would be inadequate, and therefore each party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder, and that the individual signing below is duly authorized to execute this Agreement on behalf of that party.

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