Business Agreement Greenwoods

BUSINESS AGREEMENT GREENWOODS

This Business Agreement ("Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Service Provider represents that it has the necessary experience, qualifications and resources to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to provide such services and Service Provider agrees to perform those services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the relationship created by this Agreement is that of independent contractors and not employer-employee, partnership, joint venture, or agent-principal.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that any change to the Scope of Work must be made in writing and signed by both parties.

PAYMENT TERMS

Client agrees to pay Service Provider a total fee of for the services described herein, subject to the following schedule and conditions.

Invoices are due within days of receipt. Late payments shall accrue interest at the rate of percent per month (or the maximum permitted by law, if lower), and Client will reimburse Service Provider for all reasonable collection costs and attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

Term: 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 of days to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach, or immediately for insolvency or a petition in bankruptcy by or against the other party.

Upon termination, Client shall pay Service Provider for all services performed and authorized expenses incurred through the effective date of termination. Service Provider shall deliver all finished and unfinished work and any materials required to effect an orderly transition.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary or confidential 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 (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party as evidenced by written records; (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.

The Receiving Party shall not use Confidential Information for any purpose other than to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who need to know and are bound by written confidentiality obligations at least as protective as those herein. The obligations under this clause shall survive termination of this Agreement for years.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, all deliverables created specifically for Client under this Agreement (the "Deliverables") shall be considered "work made for hire" and ownership of such Deliverables shall vest in Client upon full payment. Service Provider retains ownership of its preexisting materials, methodologies, tools and know-how and grants Client a nonexclusive, nontransferable license to use such preexisting materials to the extent incorporated in the Deliverables.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS 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 law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices: Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

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