Business Agreement NBA&CA

Business Agreement NBA&CA

This Business Agreement NBA&CA ("Agreement") is entered into as of Effective Date: by and between the parties set forth below.

Parties

Recitals

WHEREAS, Party A is engaged in providing certain business advisory, compliance, and consulting services and has represented that it possesses the requisite experience, personnel, and facilities to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform the services described in this Agreement on the terms and conditions set forth below; and

WHEREAS, the parties intend that this Agreement define the business relationship between them, including scope, compensation, confidentiality obligations, and remedies for breach.

Scope of Work

Party A shall provide services and deliverables as described below. Party A shall perform the services with reasonable care, skill, and diligence and shall allocate personnel with appropriate qualifications to perform the services.

Payment Terms

In consideration for the performance of the services, Party B shall pay Party A in accordance with the terms below. All fees are exclusive of applicable taxes, which shall be paid by the party required by law.

Invoices are due within days of receipt. Late payments shall incur a late fee as set forth below.

Unpaid amounts outstanding beyond the invoice due date shall bear interest at the lesser of (a) a rate of per month or (b) the maximum rate permitted by applicable law. In addition, Party B shall reimburse Party A for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

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 delivered at least days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Party A shall be entitled to payment for all services performed and reimbursable expenses incurred through the effective date of termination. Termination shall not affect any rights or obligations accrued prior to the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving 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 includes, without limitation, business plans, pricing, financial data, personnel information, trade secrets, and client lists.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) disclose Confidential Information only to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to limit disclosure.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue as provided by 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. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located within that state.

Representations and Warranties; Indemnity

Each party represents and warrants that it has the full corporate power and authority to enter into and perform its obligations under this Agreement. Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claim arising out of the indemnifying party's willful misconduct, gross negligence, or material breach of this Agreement.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability for direct damages arising out of this Agreement shall be limited to the total fees paid to Party A under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules attached hereto and any statements of work executed under 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 written or oral. No amendment or modification of this Agreement shall be binding unless executed in writing by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth in the Parties section or to such other address as a party may designate by notice in accordance with this Section.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

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