Business Document Deschambault

BUSINESS DOCUMENT DESCHAMBAULT

Parties and Effective Date

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

Recitals

WHEREAS, Client desires to engage Service Provider to perform the services described below under the terms and conditions set forth herein; and

WHEREAS, Service Provider has represented that it has the experience, personnel, and resources necessary to perform such services and is willing to provide the services in accordance with this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Work

Service Provider shall provide the services and deliverables described below in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider in accordance with the following terms. Unless otherwise agreed in writing, amounts due under this Agreement are exclusive of any taxes, which Client shall pay in addition to amounts stated.

All amounts not paid when due shall bear interest at the lesser of (i) the maximum rate permitted by applicable law, or (ii) the rate set forth in the Late Payment Fee field above. Client shall be responsible for reasonable collection costs, including attorney fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no less than days prior to the effective date of termination.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice describing the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations for services performed through such date.

Confidentiality

For purposes of this Agreement, Confidential Information means all nonpublic business, technical and financial information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, visually or in writing. Receiving Party shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was rightfully in the Receiving Party's possession prior to disclosure, (iii) is rightfully obtained from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Governing Law and 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 first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If negotiation fails, the parties agree that any unresolved controversy or claim shall be submitted to binding arbitration in accordance with commercially reasonable arbitration procedures mutually agreed upon by the parties.

Representations, Indemnification, and Insurance

Each party represents that it has the power and authority to enter into this Agreement. Service Provider shall indemnify and hold harmless Client from and against any third-party claims arising out of Service Provider's gross negligence or willful misconduct in performing the services. Service Provider shall maintain commercially reasonable insurance coverage to support its obligations under this Agreement.

Entire Agreement; Amendments

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

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be struck and the remaining provisions will be enforced. The failure of either party to enforce any right or remedy under this Agreement will not constitute a waiver of that or any other right or remedy. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

Notices

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