Business Belew Document

Business Belew Document

Parties and Effective Date

This General Business Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between:

Recitals

WHEREAS, Party A provides business consulting, operational support, and related services; and

WHEREAS, Party B desires to engage Party A to perform services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that such services and compensation be governed by the provisions contained in this Agreement.

Scope of Work

Party A shall perform the services described below. The services shall include deliverables, milestones, and performance standards as agreed by the parties.

Payment Terms

In consideration for the performance of services by Party A, Party B shall pay Party A as follows.

All payments due under this Agreement shall be due within days of invoice unless otherwise agreed in writing. Overdue amounts shall accrue interest or fees as specified above and the prevailing remedies shall apply.

Term and Termination

This Agreement shall commence on and 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. Either party may terminate immediately for material breach if the breach is not cured within after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information marked or identified as confidential or that a reasonable person would understand to be confidential under the circumstances.

Each recipient shall: (a) use Confidential Information solely for the purposes of performing this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets.

Independent Contractor; Insurance

Party A performs services as an independent contractor. Nothing in this Agreement creates an employment, partnership or joint venture relationship. Party A shall maintain at its expense any insurance reasonably necessary to perform the services.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate in writing.

Governing Law; Dispute Resolution

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. The parties agree to attempt in good faith to resolve any dispute by negotiation. If unresolved, disputes shall be resolved by binding arbitration conducted in the county of the governing state unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure or delay by either party to enforce any right shall not constitute a waiver of that right.

Acknowledgment

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement constitutes a legally binding obligation of such party enforceable in accordance with its terms.

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