Business Document Amaya

BUSINESS DOCUMENT AMAYA

This General Business Agreement (the Agreement) is made effective as of , by and between:

Parties

Individual Corporation LLC Partnership Other

Individual Corporation LLC Partnership Other

WHEREAS

WHEREAS, Party A provides professional services, consulting, development, or deliverables as described below; and

WHEREAS, Party B desires to engage Party A to perform the services and deliverables under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows.

Scope of Work

Party A shall provide the services, deliverables, and milestones described below. Party A will perform in a professional, workmanlike manner consistent with industry standards.

Payment Terms

As consideration for the services and deliverables, Party B shall pay Party A in accordance with the following terms.

All amounts are payable in lawful currency. If Party B disputes any portion of an invoice in good faith, Party B must notify Party A in writing no later than ten (10) days after receipt of the invoice. Undisputed amounts remain payable when due. Party B is responsible for any applicable taxes, except taxes based on Party A's income.

Term and Termination

This Agreement commences on the Start Date below and will continue until the End Date below unless earlier terminated in accordance with this Section.

Start Date:

End Date (if applicable):

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination does not relieve either party from liability for obligations accrued prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that (a) is or becomes publicly known through no breach of this Agreement by Receiving Party; (b) is rightfully received from a third party without restriction; (c) was already lawfully known to Receiving Party prior to disclosure; or (d) is independently developed without use of Disclosing Party's Confidential Information.

Receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform obligations 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 restrictive as those herein. Upon termination or upon written request, Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify such return or destruction in writing.

The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations and Warranties; Remedies

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Party A further represents that services will be performed in a competent and professional manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

The parties agree that monetary damages may not be an adequate remedy for breach of confidentiality or other unique obligations, and each party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Exclusive venue for disputes arising under this Agreement shall be in the state or federal courts located in that State.

Entire Agreement; Miscellaneous

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

Neither party may assign this Agreement without the prior written consent of the other, 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 is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section and shall be deemed given upon personal delivery or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered.

Acceptance and Certification

By signing below, each party certifies that the signatory is duly authorized to bind the party to this Agreement, that the party has read and understands the terms, and that the party agrees to be bound by those terms.

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