Business Agreement Seven Pines

Business Agreement Seven Pines

This Business Agreement ("Agreement") is made effective as of by and between the parties set forth below.

Parties

Recitals

WHEREAS, Client desires to obtain certain professional services relating to business operations, project management, and related advisory tasks as further described in this Agreement; and

WHEREAS, Service Provider represents that it possesses the necessary experience, personnel, and resources to perform the services and is willing to perform such services for Client in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below and in any attachments incorporated by reference. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the services described in the Scope of Work in accordance with the schedule and amounts set forth below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

All payments due to Service Provider are net of any taxes; Client shall pay any applicable sales, use, or withholding taxes unless Client provides an appropriate exemption certificate. Service Provider shall be responsible for its own income and employment taxes.

Term and Termination

This Agreement shall commence on and shall continue until 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 for material breach that remains uncured for thirty (30) days after receipt of written notice of such breach, or immediately for insolvency, bankruptcy filing, or appointment of a receiver.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable obligations then in effect. Sections that by their nature survive termination shall survive.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not use or disclose any proprietary or confidential information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. Confidential information includes non-public business information, trade secrets, financial data, and customer lists, but does not include information that is or becomes publicly available through no breach of this Agreement, rightfully received from a third party without restriction, or independently developed by the Receiving Party.

The Receiving Party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Obligations of confidentiality shall continue for a period of three (3) years following the termination or expiration of this Agreement, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Governing Law

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

Representations, Warranties, and Indemnification

Each party represents and warrants that it has the authority to enter into this Agreement and perform its obligations. Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. Client shall indemnify and hold harmless Service Provider from any third-party claims arising from Client-provided materials or instructions. Service Provider shall indemnify Client from claims arising from Service Provider's gross negligence or willful misconduct.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, 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

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 to an affiliate or in connection with a merger or sale of substantially all of its assets. The relationship of the parties is that of independent contractors. Nothing in this Agreement creates an employment, partnership, or joint venture relationship.

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