Business Document Aragon Eliana

Business Document Aragon Eliana

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider: . Client and Service Provider are individually a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement and Service Provider is willing to perform such services on the terms set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the scope of work, payment, confidentiality, term and termination, and other matters relating to the engagement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Scope of Work

Service Provider shall perform the services and deliverables described below. The description shall include tasks, milestones, deliverables and acceptance criteria. Any changes to the Scope of Work must be documented in a written amendment signed by both Parties.

2. Payment Terms

Client shall pay Service Provider the fees and expenses as set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall be due and payable within days of receipt. Late payments shall bear interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. In addition to interest, Client shall be responsible for reasonable collection costs, including attorneys' fees and expenses incurred in enforcing payment.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided below.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate for cause if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination plus any reasonable wind-down costs expressly approved in writing by Client.

4. Confidentiality

"Confidential Information" means any non-public information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, technical data, product roadmaps, financial information, and client lists.

The Receiving Party shall (a) hold Confidential Information in strict confidence and take reasonable precautions to protect it, no less than those it uses to protect its own confidential information; (b) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was in the Receiving Party's possession prior to receipt from the Disclosing Party as shown by written records, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

6. Entire Agreement; Miscellaneous

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by both Parties.

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 this Agreement to an affiliate or in connection with a merger, sale of substantially all assets, or a corporate reorganization, provided that the assignee assumes the assigning Party's obligations hereunder. Any purported assignment in violation of this section shall be null and void.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Headings are for convenience only and shall not affect interpretation.

7. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, addressed to the Party at the address set forth below or such other address as a Party may designate by notice.

Acknowledgment

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action.

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