Business Custom Field

GENERAL BUSINESS AGREEMENT — BUSINESS CUSTOM FIELD

Parties and Recitals

This General Business Agreement (the Agreement) is entered into as of the date of the last signature below by and between:

WHEREAS, Client desires to obtain certain business services related to the business custom field described below and Provider has the experience and capability to provide such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform services for Client, including deliverables, payment terms, confidentiality obligations, and dispute resolution; and

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

1. Scope of Work

Provider shall perform the services and deliver the deliverables described in the Scope of Work below. Provider will perform the services in a professional manner consistent with industry standards and in accordance with any milestone schedule agreed by the parties.

2. Payment Terms

Client shall pay Provider for the services rendered as follows. All payments are non-refundable except as expressly provided herein. Provider will invoice Client in accordance with the payment schedule below and Client shall pay invoiced amounts by the due date.

Late payments will accrue interest at the lesser of the maximum rate permitted by applicable law or the rate specified below, assessed monthly on any unpaid balance beginning on the day after the payment due date.

3. Term and Termination

This Agreement commences on the Effective Date and shall continue until the End Date, unless earlier terminated in accordance with this Section.

Effective Date: . Term End Date: .

Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within the notice period set forth above. Termination for convenience by either party requires prior written notice in accordance with the notice period.

4. Confidentiality

Each party (Recipient) shall hold in strict confidence all Confidential Information disclosed by the other party (Discloser). Confidential Information includes business plans, customer lists, technical data, financial information, and other non-public information disclosed in connection with this Agreement, whether disclosed orally or in writing. Recipient shall not use Confidential Information other than to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes public through no breach by Recipient, (ii) was rightfully in the possession of Recipient prior to disclosure, (iii) is lawfully obtained from a third party without restriction, or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that Recipient gives prompt written notice to Discloser and cooperates in any effort to obtain confidential handling.

5. Representations; Warranties; Indemnification

Each party represents that it has full corporate authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Provider shall indemnify and hold harmless Client from third-party claims arising out of Provider's gross negligence or willful misconduct in performing services. Client shall indemnify and hold harmless Provider for Client's breach of this Agreement and claims arising from Client-provided materials or instructions that infringe third-party rights.

6. 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 conflicts of laws principles. The parties shall attempt in good faith to resolve any dispute through negotiation. If negotiation fails, the parties agree that the dispute will be resolved by binding arbitration in the county of the governing state selected above, unless the parties mutually agree otherwise in writing.

7. Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

8. Miscellaneous Provisions

Neither party may assign its rights or delegate its obligations 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, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The failure of either party to enforce any right will not constitute a waiver of future enforcement of that or any other right.

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