Business Combined Notices

BUSINESS COMBINED NOTICES

THIS BUSINESS COMBINED NOTICES AGREEMENT (the "Agreement") is entered into as of by and between the parties identified below.

WHEREAS

WHEREAS, Party A is a business duly organized and operating under applicable law and provides goods and/or services as described in the Scope of Work below; and

WHEREAS, Party B is a business counterpart that engages Party A for such goods and/or services and requires a consolidated procedure for delivery and receipt of formal notices required under agreements between the parties; and

WHEREAS, the parties desire to establish a single, binding mechanism for combined notices that satisfies notice requirements in their contractual arrangements and to define related commercial terms.

PARTIES AND NOTICE ADDRESSES

NOTICES — METHOD AND SCOPE

1. Designated Notices. The parties agree that this instrument constitutes their combined notice procedure for the following categories of communications (check applicable):

Notice of Breach or Default
Notice of Termination or Non-Renewal
Invoice, Payment Demand, or Billing Dispute
Change of Address or Contact Information
Other:

2. Delivery Methods. Notices must be sent to the addresses and email addresses listed above and are effective upon the earlier of: (a) personal delivery; (b) two (2) business days after deposit with a nationally recognized overnight courier service; (c) three (3) business days after deposit in the mail via certified mail, return receipt requested; or (d) upon the sender's receipt of an electronic delivery confirmation for emailed notices, provided that emails containing notices are also sent to the recipient's designated mailing address if no confirmation is received within two (2) business days.

SCOPE OF WORK

The parties set forth the goods and services to be provided under related agreements. Describe the scope, deliverables, and acceptance criteria below:

PAYMENT TERMS

Total Amount Payable:

Payment Schedule and Milestones (describe schedule, invoicing procedure, and any retainers):

Payment Due Date (for each invoice or milestone):

Late Payment. If any undisputed invoice is not paid within days after its due date, interest will accrue at the lesser of (a) percent per month on the outstanding balance or (b) the maximum rate permitted by applicable law. The charging of interest does not waive any other remedies for non-payment.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate the services for convenience upon prior written notice to the other party given at least days in advance. Termination for material breach may be effected immediately upon written notice if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach, unless a different cure period is expressly set forth in a controlling agreement between the parties.

CONFIDENTIALITY

Each party shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party, except as required by law or as necessary to perform obligations under this Agreement. "Confidential Information" includes trade secrets, pricing, financial terms, technical data, customer lists, and other non-public business information disclosed in connection with the parties’ relationship. Confidential Information does not include information that: (a) was rightfully in the receiving party's possession prior to disclosure; (b) is or becomes generally available to the public through no fault of the receiving party; or (c) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own similar confidential information, but in no event less than a reasonable degree of care.

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 choice of law principles. The parties agree that the courts located in that state shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement, except where mandatory law provides otherwise.

ENTIRE AGREEMENT

This Agreement, together with any executed statements of work or exhibits expressly incorporated herein, 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 written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties’ intent.

Waiver: A waiver of any breach or right under this Agreement must be in writing and signed by the waiving party. No failure or delay in exercising any right or remedy operates as a waiver.

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