Business Agreement Green Hills

BUSINESS AGREEMENT — GREEN HILLS

This Business Agreement ("Agreement") is made effective as of (the "Effective Date") by and between the parties identified below.

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing the services described in this Agreement and represents that it has the experience, personnel, and resources necessary to perform such services in accordance with industry standards; and

WHEREAS, Party B desires to retain Party A to perform the services described in this Agreement and Party A is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be provided under this Agreement.

Scope of Work

Party A shall perform the services, deliverables, and milestones described below. Party A will perform services in a professional and workmanlike manner consistent with prevailing industry standards.

Payment Terms

Compensation. In consideration for the services performed by Party A, Party B shall pay Party A the total amount of United States dollars (the "Contract Price"), subject to adjustments for approved change orders and taxes as provided in this Agreement.

Invoices shall be issued by Party A in accordance with the Payment Schedule. Payments are due within days of invoice date. Unpaid amounts shall bear a late fee equal to the greater of % per month or $ flat fee until paid in full. Payments shall be made in lawful currency of the United States.

Term and Termination

Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience. Either party may terminate this Agreement without cause upon providing at least days' prior written notice to the other party. Upon termination, Party B shall promptly pay Party A for all services performed and reimbursable expenses incurred through the effective date of termination. Party A shall deliver all work product and return Confidential Information as required by this Agreement.

Confidentiality

Definition. For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, in writing, or by inspection of tangible objects, including but not limited to business plans, technical data, trade secrets, pricing, customer lists, and any other proprietary information.

Obligations. The Receiving Party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. The Receiving Party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions. Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of any disputes arising under this Agreement.

Limitation of Liability & Indemnity

Except for liability arising from gross negligence, willful misconduct, or a material breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising out of the indemnifying party's negligent acts, omissions, or breach of this Agreement.

Entire Agreement; Amendments

This Agreement, including all exhibits, attachments, and statements of work incorporated by reference, 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 written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment. 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. All notices required or permitted hereunder shall be in writing and delivered to the parties at the addresses set forth above or to such other address as a party may designate by written notice in accordance with this paragraph.

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