Business Document 2023

Business Document 2023

Parties and Effective Date

This General Business Agreement ("Agreement") is made and entered into as of by and between:

Recitals

WHEREAS, Client desires to retain Provider to perform the services described herein and Provider has the necessary expertise, personnel, and resources to perform such services in accordance with the terms and conditions of this Agreement;

WHEREAS, Provider agrees to perform the services for Client under the terms set forth in this Agreement and the parties desire to set forth their rights and obligations in a written contract;

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

Scope of Work

Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties may attach detailed task lists or statements of work as exhibits and such exhibits, when executed by both parties, shall be incorporated by reference.

Payment Terms

Client shall pay Provider for services rendered in accordance with the following terms. All monetary amounts are in U.S. Dollars unless otherwise stated.

All invoices are due within days of invoice date. If Client fails to pay any undisputed amount when due, Provider may suspend performance after providing days' written notice.

Term and Termination

This Agreement commences on the Start Date and continues through the End Date unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period specified above after receipt of written notice. Termination shall not relieve Client of its obligation to pay for services properly performed prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes pricing, business plans, technical data, and trade secrets but does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is already known to the receiving party at the time of disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information only to perform obligations under this Agreement, (ii) restrict disclosure to employees and contractors with a need to know, and (iii) exercise the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify in writing that it has done so.

Warranties and Limitation of Liability

Provider represents and warrants that services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflict of law principles. The parties shall attempt to resolve disputes in good faith by negotiation. If the parties cannot resolve a dispute within sixty (60) days, either party may pursue any remedy available at law or in equity.

Entire Agreement and Amendments

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

Notices

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship.

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