Business Document dba Pea Group

Business Document dba Pea Group

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

Company Name: , Principal Place of Business: (Service Provider)

Client Name: , Principal Place of Business: (Client)

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services and possesses the expertise, personnel, and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services under the terms and conditions set forth herein, and Service Provider agrees to perform those services in accordance with this Agreement.

WHEREAS, the parties intend that this Agreement set forth the entire agreement between them with respect to the subject matter hereof.

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Service Provider the compensation described below in consideration for the services performed under this Agreement.

Term and Termination

This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment for services performed or expenses incurred prior to termination.

Confidentiality

Each party acknowledges that in the course of performing this Agreement it may have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence and to use it only for purposes of performing obligations under this Agreement; (b) not to disclose such Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) to take reasonable measures to protect the confidentiality of such information. Confidential Information does not include information that is or becomes publicly available other than through a breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other's Confidential Information.

Representations, Warranties, and Indemnification

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. Client agrees to indemnify and hold Service Provider harmless from and against any claims, losses, liabilities, or expenses arising from Client's misuse of deliverables or Client's acts or omissions, except to the extent caused by Service Provider's gross negligence or willful misconduct.

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 consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

Entire Agreement

This Agreement, including any schedules and exhibits attached hereto and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications, and understandings, whether written or oral. No amendment or modification to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as either party may specify in writing) by certified mail, courier, or email with confirmed receipt. Notice is effective upon receipt.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The parties are independent contractors; nothing in this Agreement creates an agency, partnership, or employer-employee relationship. Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

By signing above, each signatory represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign and that the party will be bound by the terms and conditions set forth herein.

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