Business Document Aint Paz

Business Document Aint Paz

Parties and Effective Date

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

Party A (Service Provider):

Party B (Client):

Effective Date:

WHEREAS

WHEREAS, Party A is engaged in the business of providing professional services and has represented that it possesses the requisite expertise, personnel and resources to perform certain services for Party B; and

WHEREAS, Party B desires to retain Party A to perform those services under the terms and conditions set forth in this Agreement, and Party A agrees to perform such services for the compensation and on the terms set forth herein.

Scope of Work

Party A shall perform the services described below. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Compensation: Party B shall pay Party A the total amount specified below in exchange for the services rendered under this Agreement.

Late Payment: Any amount not paid within days of the invoice due date shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower. Party B shall also reimburse Party A for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

Term: This Agreement commences on and shall continue until unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice of termination to the other party at least days prior to the intended termination date. Termination notice shall specify the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party 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.

Obligations: Each party agrees to (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, agents or contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise no less than a reasonable degree of care in protecting Confidential Information.

Exclusions and Required Disclosure: Confidential Information does not include information that is (i) publicly known through no fault of the receiving party; (ii) rightfully obtained from a third party without restriction; or (iii) independently developed. If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party where legally permitted and cooperate to seek protective measures.

Taxes and Expenses

Unless otherwise stated, payments due under this Agreement are exclusive of taxes. Party B shall be responsible for all sales, use, excise or similar taxes arising from the transactions contemplated by this Agreement, except for taxes based on Party A's net income. Party B shall also reimburse Party A for pre-approved out-of-pocket expenses reasonably incurred in the performance of services.

Representations and Warranties; Indemnity

Each party represents that it has the authority to enter into this Agreement. Party A warrants that the services will be performed in a professional manner. To the fullest extent permitted by law, each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

Disputes: The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If negotiation fails, the parties agree to submit the dispute to mediation before pursuing litigation. Notwithstanding the foregoing, either party may seek injunctive relief where necessary to protect its Confidential Information or intellectual property.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: 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 or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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. Notices shall be deemed given upon personal delivery, two business days after deposit with a nationally recognized courier, or three business days after deposit in the U.S. mail, postage prepaid.

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