Business Agreement Preschel

Business Agreement Preschel

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing goods and services described herein and possesses certain expertise, personnel and resources; and

WHEREAS, Party B desires to engage Party A to perform the services and deliverables set forth in this Agreement, and Party A is willing to perform such services subject to the terms and conditions below;

WHEREAS, the parties intend that this Agreement set forth their entire understanding with respect to the subject matter hereof as of the Effective Date.

Effective Date:

Scope of Work

Party A shall provide the services, deliverables and tasks specifically described below. Party A will perform such services in a professional and workmanlike manner consistent with industry standards and in compliance with applicable law.

Payment Terms

In consideration for services rendered by Party A, Party B shall pay fees in accordance with the schedule set forth below. All fees are exclusive of taxes unless otherwise stated.

Invoices shall be issued by Party A in accordance with the schedule above and are payable within days of receipt unless otherwise agreed in writing. Payments not received when due shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by law. Party B shall also reimburse Party A for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination.

Termination for Cause: 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.

Effect of Termination: Upon termination, Party B shall pay Party A for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive, including confidentiality, payment obligations, indemnity and limitation of liability.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether oral, written 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.

Obligations: Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to its employees, contractors and advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) protect the Confidential Information with the same degree of care 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 publicly available through no breach by Recipient, (ii) was rightfully known to Recipient prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

Duration: The confidentiality obligations under this Agreement shall continue for a period of three (3) years from the date of disclosure, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers and employees from and against third-party claims to the extent arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and allow the indemnifying party to control the defense and settlement, provided that the indemnifying party shall not settle any claim that admits fault or imposes non-monetary obligations on the indemnified party without the indemnified party's prior written consent.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for indirect, incidental, special, punitive or consequential damages, and each party's aggregate liability arising from or related to this Agreement shall not exceed the total fees paid or payable hereunder in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

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.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedies available at law or in equity in the courts of the chosen governing law jurisdiction.

Miscellaneous

Entire Agreement: This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Amendment: No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Party A 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 to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

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