Business Document CATS Version

Business Document CATS Version

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

Recitals

WHEREAS, Company is engaged in the business of providing certain products and services and desires to retain Service Provider to perform professional services related to Company’s operations; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services described herein and is willing to perform such services on the terms and conditions set forth in this Agreement; and

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:

Scope of Work

Payment Terms

Total Compensation: USD payable in accordance with the schedule below.

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less. In addition to interest, Service Provider may suspend performance for amounts overdue for more than days after written notice.

Term and Termination

Term Commencement Date: . Term End Date: (the Term).

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party), whether oral or written, 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 includes, without limitation, business plans, financial information, technical data, software, trade secrets, and customer information.

The Receiving Party shall (i) 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; (ii) use Confidential Information solely to perform its obligations under this Agreement; 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 at least as protective as those herein. The obligations in this Section do not apply to information that is: (a) already known to the Receiving Party without breach of an obligation; (b) publicly available through no wrongful act; (c) rightfully received from a third party without restriction; or (d) independently developed by the Receiving Party without use of the Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or certify destruction of Confidential Information as requested by the Disclosing Party. The Receiving Party acknowledges that monetary damages may be inadequate and that the Disclosing Party may seek injunctive relief in addition to other remedies.

Representations; Compliance

Each party represents and warrants that it has the full corporate power and authority to enter into and perform its obligations under this Agreement and that performance will not violate any applicable law or contractual obligation. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) resulting from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws principles.

Entire Agreement

This Agreement, including any attachments or schedules expressly incorporated by reference, 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. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

Severability: If any provision of this Agreement is found invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. Waiver of any breach shall not constitute waiver of any subsequent breach.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to all or substantially all of its business or assets related to this Agreement.

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