Business Document BRAGARD

Business Document BRAGARD

This General Business Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client engages Service Provider to perform certain business services described herein and Service Provider has represented that it possesses the experience and capability to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client and the manner in which Client will compensate Service Provider;

WHEREAS, the parties intend for this Agreement to constitute the entire understanding between them with respect to its subject matter.

Scope of Work

Payment Terms

Client shall pay Service Provider a total fee of USD for the services described above, payable in accordance with the schedule below.

Invoices shall be due within days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Late fee rate:

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other in any form 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 excludes information that: (a) is or becomes generally known to the public through no wrongful act of the receiving party; (b) was known by the receiving party prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without obligation of confidentiality; or (d) is independently developed by employees who had no access to the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) 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; 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 no less protective than those set forth herein.

The obligations of confidentiality shall continue for a period of years following the termination or expiration of this Agreement, except that trade secrets shall remain protected for so long as they meet the legal definition of trade secret.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Representations and Warranties; Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Each party shall indemnify and hold the other harmless from any losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising out of a breach of its representations, warranties or covenants under this Agreement.

Entire Agreement

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, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to seek independent legal advice prior to executing this Agreement.

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