Business Document Cranbrook Document

Business Document Cranbrook Document

Parties and Effective Date

This General Business Agreement (the Agreement) is made effective as of by and between:

Recitals

WHEREAS, Party A is engaged in the business of conducting commercial operations and requires certain services described herein; and

WHEREAS, Party B represents that it has the expertise, personnel, and capability to perform the services described in this Agreement and agrees to provide such services to Party A under the terms set forth below; and

WHEREAS, the parties wish to set forth the terms and conditions under which Party B will perform the services for Party A and the compensation to be paid therefor.

Scope of Work

Party B shall perform the work and deliverables described below. All work shall be performed in a professional and workmanlike manner consistent with industry standards. Any material changes to the scope shall require a written amendment signed by authorized representatives of both parties.

Payment Terms

As consideration for the services provided by Party B, Party A will pay Party B in accordance with the schedule and amounts set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Invoices shall be sent to Party A in writing and shall be payable within days of invoice receipt. Any payment not received within the invoice due period shall accrue interest at the rate of per month (or the maximum rate permitted by law), plus a one-time administrative late fee of for any overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date of and shall continue until the End Date of unless earlier terminated in accordance with the terms herein.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Party A of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it solely to perform under this Agreement; and (c) not disclose it 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 shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Liability and Insurance

Each party's liability to the other for any claim arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total amounts actually paid by Party A to Party B under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for indirect, incidental, consequential, punitive, or special damages. Party B shall maintain commercial general liability insurance and professional liability insurance in amounts consistent with industry standards and provide proof of such insurance upon reasonable request.

Governing Law; Dispute Resolution

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 agree that any dispute arising out of or relating to this Agreement will be resolved first through good faith negotiation between senior representatives of the parties. If the dispute is not resolved within 30 days, the parties may pursue any available legal or equitable remedies in the courts of the state specified above.

Entire Agreement; Amendments

This Agreement, including all exhibits, schedules, and attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

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, that execution and performance will not violate applicable law or any other agreement, and that it will comply with all relevant laws and regulations in performing its obligations hereunder.

Notices

Acknowledgement

Each party acknowledges that it has read this Agreement, understands its terms, and has had an opportunity to obtain independent legal advice prior to executing this Agreement. The individuals signing below represent and warrant that they are duly authorized to bind the party on whose behalf they sign.

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