Business Document April 2024

BUSINESS DOCUMENT APRIL 2024

This General Business Agreement ("Agreement") is entered into as of Effective Date: between the parties identified below.

Parties

WHEREAS

WHEREAS, Service Provider is duly engaged in the business of providing professional services and has represented that it possesses the necessary skills, personnel and resources to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services and deliverables under the terms and conditions set forth in this Agreement and Service Provider desires to perform such services for Client.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows.

Scope of Work

Service Provider shall perform the services and deliver the materials described below. The scope may be amended only by written change order executed by authorized representatives of both parties.

Payment Terms

As full compensation for the work performed under this Agreement, Client shall pay Service Provider in accordance with the fee schedule set forth below. All amounts are payable in U.S. dollars unless otherwise specified.

In addition to the late payment charge stated above, interest shall accrue on any overdue amount at the lesser of the stated rate or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the nature of the breach, unless a different cure period is specified in writing. Termination shall not relieve Client of its obligation to pay for Services performed and costs incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether in writing, orally, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement, (ii) protect Confidential Information with the same standard of care it uses to protect its own confidential information but in no event less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was known to the receiving party prior to disclosure, or (c) is independently developed without reference to the disclosing party's Confidential Information.

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 principles of conflicts of law. The parties agree to attempt in good faith to resolve disputes promptly by negotiation between senior executives. If negotiation fails, the parties may pursue any available legal or equitable remedies in the courts located within the chosen state.

Entire Agreement; Amendments

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, 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.

Additional Provisions

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder 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. Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against losses arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its representations and warranties. Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages.

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