Business Document Budankayala

BUSINESS DOCUMENT BUDANKAYALA

This General Business Agreement ("Agreement") is entered into as of by and between Client Name: , whose principal address for notices is , and Service Provider Name: , whose principal address for notices is .

RECITALS

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

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources to perform such services and agrees to perform them in a professional and workmanlike manner consistent with industry standards; and

WHEREAS, the parties intend by this Agreement to set forth the scope, compensation, confidentiality obligations, and related terms governing the relationship between them.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of USD for the services described herein. All amounts are stated in United States dollars unless otherwise agreed in writing.

Late Payment: Any amount not paid within days of the invoice due date shall accrue interest at the lesser of (a) percent per month or (b) the maximum rate permitted by applicable law. Client shall also reimburse reasonable collection costs and attorney fees incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective termination date. Such termination shall not relieve Client of its obligation to pay for services performed and reasonable expenses incurred prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial data, trade secrets, customer lists, and technical information.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) 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 restrictive than those herein.

Exclusions: Confidential Information does not include information that is (i) publicly known through no breach by Receiving Party, (ii) rightfully received from a third party without restriction, (iii) independently developed by Receiving Party without use of Confidential Information, or (iv) required to be disclosed by law, provided Receiving Party gives prompt notice to Disclosing Party and cooperates in any protective measures.

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 choice-of-law principles that would apply the laws of another jurisdiction.

Dispute Resolution: The parties shall first attempt to resolve any dispute arising under this Agreement through good faith negotiation. If unresolved within thirty (30) days, either party may pursue any remedy available at law or in equity in the courts located in the chosen governing jurisdiction.

REPRESENTATIONS AND WARRANTIES

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 performance will not violate any agreement with any third party.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality provisions, in no event shall either party be liable for indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized courier service, to the addresses first set forth above or to such other address as either party may designate by notice to the other.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes Service Provider's obligations hereunder.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, or joint venture between the parties.

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