Business Approval Forms

BUSINESS APPROVAL AND GENERAL AGREEMENT

Parties and Effective Date

This Business Approval and General Agreement (the Agreement) is made and entered into as of Month Day Year by and between:

Recitals

WHEREAS, the Requesting Party has submitted a formal request for approval of the proposal, project, or transaction described below and requires written approval and binding terms to proceed; and

WHEREAS, the Approving Party has authority to grant approvals, allocate budget, and impose conditions necessary to satisfy internal controls and regulatory compliance; and

WHEREAS, the parties desire to set forth the terms, scope, payment, confidentiality and other conditions under which such approval is granted and performance will occur.

Approval Summary

Scope of Work

The Requesting Party shall perform, or procure the performance of, the work described below in accordance with the terms of this Agreement and any conditions approved by the Approving Party. The scope includes deliverables, milestones, and acceptance criteria as set forth herein and attached schedules.

Payment Terms

The Approving Party authorizes payment to the Requesting Party subject to the following terms and the submission of invoices that comply with the Approving Party's invoicing requirements.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus a late administrative fee if payment is past due more than days. Invoices disputed in good faith will not be subject to late fees on the disputed portion provided that the undisputed portion is paid.

Term and Termination

This Agreement commences on the Start Date below and, unless earlier terminated in accordance with this section, continues until the End Date below or until all obligations are satisfied.

Start Date: Month Day Year

End Date (if applicable): Month Day Year

Either party may terminate for convenience upon written notice to the other party as provided below, subject to payment for work performed to the date of termination and any applicable wind-down obligations. Termination for cause for material breach shall be effective if the breaching party fails to cure the breach within days after receipt of written notice. Notice period for termination for convenience: days.

Confidentiality

Each party (Recipient) shall hold Confidential Information of the other party (Discloser) in strict confidence and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business information, proposals, pricing, technical data, and financial information disclosed in written, electronic or oral form. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) is lawfully received from a third party without restriction; (c) is independently developed without use of Discloser's Confidential Information; or (d) is required to be disclosed by law or valid order of a court or regulatory authority, provided Recipient gives Discloser prompt written notice and cooperates in any effort to limit such disclosure.

All Confidential Information shall be returned or destroyed upon termination or upon written request of Discloser, and confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

Approvals, Conditions and Representations

The Approving Party's approval is expressly conditioned on the Requesting Party's compliance with all conditions checked below. The Requesting Party represents and warrants that the information submitted is true, complete, and accurate and that it has the authority to enter into this Agreement and perform the obligations described herein.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to the courts located in the county of the Approving Party's principal place of business unless the parties agree otherwise in writing.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or payment obligations, neither party shall be liable for indirect, incidental, consequential or punitive damages. Each party's aggregate liability for direct damages arising under this Agreement shall be limited to the total amount actually paid under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Entire Agreement and Amendments

This Agreement, together with any exhibits, schedules and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Additional Provisions

All notices required or permitted under this Agreement must be given in writing and delivered to the addresses set forth above or as otherwise designated in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Approver's Administrative Use

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