Miscellaneous CPF and CRF Document

Miscellaneous CPF and CRF Document

Recitals

WHEREAS, Client Name: (the "Client") is lawfully engaged in the business identified in its corporate records and seeks certain consulting, services and deliverables described herein; and

WHEREAS, Contractor Name: (the "Contractor") represents that it has the expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which the Contractor will provide such services and the parties will exchange administrative references including CPF Number and CRF Number for invoicing and project administration;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Agreement References

Scope of Work

The Contractor shall perform the services and deliverables described below in accordance with the standards of care customary in the industry and in compliance with applicable law.

Payment Terms

Payment shall be made in the currency indicated and subject to the invoicing schedule set forth below. Client shall pay undisputed invoices in full in accordance with this section.

Taxes: The party responsible for taxes on payments made under this Agreement shall be specified below.

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 Notice Period: days prior to the effective date of termination. Either party may terminate for material breach immediately if the breach is not cured within a thirty (30) day cure period following written notice of such breach.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party to the other, whether written, oral or electronic, 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, including but not limited to business plans, technical data, customer lists, pricing, CPF and CRF administrative details and deliverables.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of this Agreement; and (c) restrict disclosure to those employees, agents or permitted subcontractors with a strict need to know and subject to confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public without breach of this Agreement by the receiving party; (ii) was known to the receiving party prior to disclosure as evidenced by written records; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Return or Destruction: Upon termination or upon the disclosing party's written request, the receiving party shall promptly return or certify destruction of all Confidential Information and all copies, except to the extent retention is required by law or reasonable archives retained for compliance and billing records.

Warranties; Compliance

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and that its execution and performance will not violate any applicable law or contractual obligation. Contractor warrants that services shall be performed in a professional and workmanlike manner consistent with industry standards.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to its conflicts of law principles. The parties agree that any disputes arising out of or relating to this Agreement will be resolved by the courts located in the chosen jurisdiction, subject to the parties' right to seek injunctive relief where appropriate.

Notices

Entire Agreement; Amendment

This Agreement, together with any exhibits, schedules and referenced CPF and CRF administrative records, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

Execution

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date set forth above.

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