Business Document C360

BUSINESS DOCUMENT C360

This General Business Agreement (the "Agreement") is entered into as of (the "Effective Date") by and between:

Parties

Individual Corporation LLC Other

Individual Corporation LLC Other

WHEREAS

WHEREAS, Party A is engaged in the business of providing certain professional services and has represented that it has the expertise, personnel, and resources to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform such services pursuant to the terms and conditions set forth in this Agreement, and Party A is willing to perform such services for Party B on the terms and conditions contained herein.

WHEREAS, the parties intend to set forth their entire agreement and to allocate risk, payment, confidentiality, and other responsibilities as set forth below.

Scope of Work

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

Payment Terms

In consideration for the services performed by Party A, Party B shall pay Party A in accordance with the terms set forth below. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) percent per month, or (b) the maximum rate permitted by applicable law. In addition, Party B shall reimburse Party A for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

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 to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Party A shall deliver to Party B all completed and in-progress deliverables for which Party B has paid, and Party B shall pay Party A for all work performed and expenses incurred through the effective date of termination in accordance with the Payment Terms.

Confidentiality

"Confidential Information" means non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") 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, including business plans, pricing, customer lists, technical specifications, and trade secrets.

The Receiving Party shall: (a) maintain the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performing under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations set forth in this section shall survive termination of this Agreement for a period of years, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations and Warranties; Limitation of Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A represents that the services will be performed in a professional manner consistent with industry standards.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 its conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be submitted to binding arbitration under commercially reasonable rules mutually agreed upon by the parties, except that either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

Assignment; Amendment; Severability

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 in connection with a merger, sale of substantially all assets, or change of control. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

Entire Agreement

This Agreement, together with any attachments, exhibits, or written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section above or to such other address as either party may designate by written notice to the other. Notices shall be deemed given when delivered personally, sent by confirmed courier, or five (5) business days after being mailed by certified mail, return receipt requested.

Sign Now