Business Document Daventry

BUSINESS DOCUMENT DAVENTRY

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

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing professional services and has represented that it possesses the skill and experience necessary to perform the services described below; and

WHEREAS, Party B desires to engage Party A to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth a clear statement of the work, payment, confidentiality and other obligations of the parties.

Scope of Work

Description of services to be provided by Party A to Party B. The parties shall describe deliverables, milestones, acceptance criteria and any excluded work in sufficient detail below.

Payment Terms

Party B shall pay Party A the compensation set forth below in consideration for performance of the Scope of Work. All fees are exclusive of taxes unless otherwise stated.

Late Payment: If any undisputed amount due hereunder is not paid when due, Party A shall be entitled to charge interest on the overdue amount at the lesser of (a) an annual rate equal to % per month, or (b) the maximum rate permitted by applicable law, plus a minimum late fee of .

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

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

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose any non-public information furnished by the other party (the "Disclosing 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 ("Confidential Information"). The Receiving Party shall use Confidential Information solely for the performance of this Agreement and shall protect it with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party as shown by the Receiving Party's files and records; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they maintain trade secret status under applicable law.

Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement does not and will not violate any other agreement to which it is a party.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, and except for payment obligations, neither party shall be liable for any indirect, incidental, consequential or punitive damages. The aggregate liability of each party for any claim arising out of or related to this Agreement shall not exceed the total amounts paid or payable to Party A under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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 shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation between senior executives. If the dispute is not resolved within 30 days, the parties may pursue any remedy available at law or in equity.

Entire Agreement

This Agreement, together with any attachments and written statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth above or to such other address as either party may designate by notice in accordance with this Section. Notices shall be effective upon delivery by hand, confirmed electronic mail, or three (3) days after deposit with a nationally recognized courier service.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

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