Business Agreement Oleksii Rudenko

BUSINESS AGREEMENT OLEKSII RUDENKO

This Business Agreement (the Agreement) is made effective as of by and between , an entity with principal address (Client), and , with principal address (Service Provider).

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business consulting, technical, or professional services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services and is willing to provide such services to Client under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services described in the Description of Services in a professional and timely manner in accordance with industry standards. Service Provider shall furnish all personnel, equipment, and materials necessary to perform the services except as expressly agreed otherwise in writing.

2. PAYMENT TERMS

Unless otherwise specified in the Payment Schedule, invoices submitted by Service Provider are due and payable within days of receipt. Payments shall be made in United States Dollars unless the parties agree otherwise in writing.

If Client fails to make any payment when due, Service Provider may suspend performance of services until payment is made. Late payments shall accrue interest as set forth above and Service Provider may recover collection costs, including reasonable attorneys' fees, incurred in enforcing payment.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least the Notice Period specified above. Either party may terminate for material breach if the breaching party fails to cure the breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party (Discloser) to the other (Recipient) in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that is or becomes publicly known through no breach of this Agreement by Recipient, is rightfully received from a third party without restriction, or is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall (i) protect Confidential Information with at least the same degree of care used to protect its own confidential information, (ii) use Confidential Information only to perform obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need access to such information and who are bound by confidentiality obligations no less protective than those herein. Upon termination or upon Discloser's written request, Recipient shall return or destroy all Confidential Information and certify such return or destruction in writing.

5. INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to any pre-existing intellectual property, methodologies, know-how, and tools. Subject to Client's payment in full for services performed, Service Provider grants Client a non-exclusive, perpetual license to use deliverables produced specifically for Client under this Agreement for Client's internal business purposes.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold the other harmless from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in the performance of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules, exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Notices required or permitted hereunder shall be in writing and delivered to the contact information provided by each party. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The rights and remedies provided herein are cumulative and in addition to any other rights available at law or in equity.

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