Business Document Citrus Valley

BUSINESS DOCUMENT CITRUS VALLEY

Parties

This Business Agreement is entered into by and between:

Recitals

WHEREAS, Client requires certain business services and Contractor has the skill and capacity to provide those services in accordance with the terms of this Agreement; and

WHEREAS, Client and Contractor desire to set forth the terms, conditions, and responsibilities applicable to the provision of services to be performed for Client by Contractor under the name Citrus Valley.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows, effective as of Effective Date: .

Scope of Work

Contractor shall perform the services described below and any additional tasks mutually agreed in writing. Contractor will deliver services in a professional manner consistent with industry standards and in accordance with the schedule agreed by the parties.

Payment Terms

Client shall pay Contractor for services performed as follows. All amounts are in U.S. Dollars unless otherwise stated. Contractor will invoice Client in accordance with the schedule below and Client will make payments in cleared funds to Contractor within the agreed payment period.

Taxes and other governmental charges applicable to payments under this Agreement are the responsibility of the party required by law to collect or pay such amounts unless otherwise expressly agreed in writing.

Expenses and Reimbursement

Client shall reimburse Contractor for reasonable and necessary out-of-pocket expenses incurred in connection with the performance of services, provided such expenses are pre-approved in writing by Client. Reimbursement requests shall be accompanied by appropriate receipts or documentation.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, Confidential Information means any non-public business, technical, or financial information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects. The receiving party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to third parties except as permitted below.

The obligations above do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without breach; (iii) is independently developed without use of the other party’s Confidential Information; or (iv) is required to be disclosed by law or regulation, provided the receiving party gives prompt written notice and cooperates with reasonable efforts to obtain confidential treatment or a protective order.

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. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

Indemnification

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of the Indemnitor’s breach of this Agreement, willful misconduct, or negligent acts or omissions in connection with the performance of services.

Limitation of Liability

Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable to the other for special, incidental, consequential, or punitive damages, and the total aggregate liability shall not exceed the total amounts paid or payable under this Agreement during the preceding twelve (12) months.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or such other address as a party may specify by notice in accordance with this Section. Notices are effective upon personal delivery, three (3) days after deposit in the U.S. mail, or one (1) business day after deposit with an overnight courier.

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 are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship between them. Neither party may assign its rights or obligations without the prior written consent of the other party, except to a successor to substantially all of its business.

Execution

The parties have executed this Agreement through their duly authorized representatives as of the dates set forth below.

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