Co-caa Business Agreement

Co-caa Business Agreement

This Co-caa Business Agreement (the Agreement) is made and entered into as of by and between the following parties, each of which may be referred to individually as a Party and collectively as the Parties.

Parties

Recitals

WHEREAS, Party A desires to engage Party B to perform certain services described herein and Party B has the skills and experience necessary to provide such services on the terms set forth in this Agreement;

WHEREAS, the Parties intend to set forth the scope of services, payment terms, confidentiality obligations and other terms governing their commercial relationship;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows.

Scope of Work

Party B shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Party B shall deliver all work product, drafts and final deliverables in accordance with the timeline set forth in the schedule.

Payment Terms

In consideration for the services to be performed by Party B, Party A shall pay Party B in accordance with the terms below. All fees are exclusive of applicable taxes unless otherwise stated.

Party B shall submit invoices in accordance with the payment schedule. Unless otherwise agreed in writing, Party A shall pay undisputed invoices within days of receipt. Disputed amounts shall be addressed promptly and in good faith.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within the notice period specified above. Termination shall be without prejudice to any rights or liabilities accrued prior to termination.

Confidentiality

Each Party (the Receiving Party) will keep confidential all non-public information disclosed by the other Party (the Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for the period specified above. The Receiving Party may disclose Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Indemnification and Limitation of Liability

Each Party shall indemnify 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 performing its obligations under this Agreement. Except for liability arising from willful misconduct or a party’s breach of confidentiality, neither Party’s aggregate liability for direct damages under this Agreement shall exceed the total fees paid or payable by Party A to Party B under this Agreement during the twelve (12) month period preceding the claim.

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.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless made in writing and signed by both Parties.

Miscellaneous

Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a Party may designate in writing.

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