Business Document Chaney

BUSINESS DOCUMENT CHANEY

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

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain business services and deliverables described herein, and Provider has represented that Provider has the expertise, personnel, and capacity to perform such services in a professional manner.

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform services and Client will compensate Provider.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

1. Scope of Work

Provider shall perform the services and deliver the work product described below. The description includes objectives, deliverables, milestones, and any specific standards of performance.

2. Payment Terms

Client shall pay Provider for the services performed in accordance with the following schedule and terms.

Provider shall invoice Client according to the schedule above. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition to interest, Provider may assess a late fee of for each late invoice, provided such fee is permitted by law.

All payments are exclusive of taxes. Client is responsible for any sales, use, value-added, or other taxes imposed on the transaction, excluding taxes imposed on Provider’s net income.

3. 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 days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure within a reasonable cure period not to exceed 30 days after receipt of written notice.

Upon termination, Client shall pay Provider for all services performed and expenses reasonably incurred through the effective date of termination. Provider shall deliver to Client any completed work product and any work in progress, and Client shall not be responsible for payment of future deliverables not yet provided.

4. Confidentiality

Each party (the Recipient) shall maintain in confidence all non-public, proprietary, or confidential information disclosed by the other party (the Discloser) and shall not use such information except to perform its obligations under this Agreement. Confidential information does not include information that (a) is or becomes generally available to the public through no wrongful act of Recipient, (b) was lawfully known to Recipient prior to disclosure, (c) is rightfully received by Recipient from a third party without breach of any obligation of confidentiality, or (d) is independently developed by Recipient without use of or reference to Discloser’s confidential information.

Recipient may disclose Confidential Information pursuant to a valid court order or other legal compulsion, provided Recipient gives Discloser prompt written notice of such requirement and cooperates reasonably with Discloser’s efforts to seek a protective order or other appropriate remedy. Recipient will limit disclosure to the minimum required by such order.

5. Representations; Independent Contractor; Indemnity

Each party represents that it has the authority to enter into this Agreement. Provider is an independent contractor and not an employee, agent, or partner of Client. Provider shall be solely responsible for all employment-related obligations for Provider’s personnel and for compliance with applicable laws.

Each party shall indemnify and hold harmless the other party from and against any claims, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising from the indemnifying party’s breach of this Agreement, negligence, or willful misconduct.

6. 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 of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

7. Entire Agreement; Amendments

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

8. Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

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