Business CD APAC Document

BUSINESS CD APAC DOCUMENT

This General Business Agreement (the "Agreement") is entered into on by and between the parties identified below.

Parties

Recitals

WHEREAS, Client desires to engage Provider to perform certain services within the Asia-Pacific region as described in this Agreement; and

WHEREAS, Provider possesses the experience, technical competence and personnel necessary to perform the services and is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to performance, confidentiality, payment, and termination.

Scope of Work

Provider shall perform the services described below in accordance with accepted industry standards and in a timely and professional manner. Specific deliverables, milestones, and acceptance criteria are to be set out by mutual written agreement and documented in the fields below.

Payment Terms

In consideration for the services performed by Provider, Client shall pay Provider the fees set forth below in the currency specified. All fees are exclusive of taxes unless otherwise stated.

Late payments shall incur interest at % per month or the maximum rate permitted by applicable law, whichever is lower, calculated monthly from the date due until paid in full. Client shall also reimburse Provider for reasonable collection costs incurred.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice.

Upon termination, Client shall pay Provider for all services properly performed and accepted through the effective date of termination and Provider shall deliver work in progress and any non-proprietary materials necessary for Client to transition the services.

Confidentiality

"Confidential Information" means any non-public information, whether oral, written, electronic or other form, disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, product roadmaps, pricing, customer lists and proprietary methodologies.

The Recipient shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information and not less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations shall not apply to information that (a) is or becomes generally available to the public other than as a result of a breach by Recipient; (b) was in Recipient's possession prior to disclosure by Discloser without breach of any obligation; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for years, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. The Recipient acknowledges that monetary damages may be insufficient and that Discloser may seek injunctive relief in addition to other remedies.

Governing Law and Dispute Resolution

This Agreement shall be governed by and interpreted in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles. The parties shall first attempt to resolve disputes promptly by good faith negotiations. If the dispute cannot be resolved within 30 days, the parties agree to submit the dispute to the exclusive jurisdiction of the courts in the chosen jurisdiction, subject to any required injunctive relief proceedings.

Representations, Warranties and Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Except for liability resulting from gross negligence, willful misconduct, breaches of confidentiality or infringement of intellectual property rights, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages. The parties' aggregate liability for direct damages shall be limited to the fees paid or payable under this Agreement in the 12 months preceding the claim.

Entire Agreement and Miscellaneous

This Agreement, including any attachments and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written.

Neither party may assign 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, acquisition, or sale of substantially all of its assets provided the assignee assumes all obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now