Business Document DYD

BUSINESS DOCUMENT DYD

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Provider"). Client and Provider are individually a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client desires to obtain certain business services described in this Agreement and Provider represents that it has the experience, personnel, and resources necessary to perform such services; and

WHEREAS, the Parties intend to set forth the terms and conditions under which Provider will provide those services, including payment, confidentiality, and termination provisions.

SCOPE OF WORK

Provider shall perform the work and deliverables described below (the "Services"). Provider will perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the Services, Client will pay Provider as set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

Any undisputed amount not paid within days after the invoice due date shall accrue interest at the lesser of (i) or (ii) (the "Late Fee"). Late Fee is in addition to any collection costs permitted by law.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either Party may terminate immediately for material breach that is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall keep confidential and shall not disclose or use except in performance of this Agreement any non-public information disclosed by the other Party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential. Confidential information excludes information that is: (a) already known to the Receiving Party without obligation of confidentiality; (b) or becomes publicly known through no breach of this Agreement; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's confidential information.

Unless otherwise agreed in writing, confidentiality obligations will continue for years following termination or expiration of this Agreement. The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under or in connection with this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral. No amendment is effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices and communications required or permitted hereunder shall be in writing and delivered to the addresses below (or to such other address as either Party designates by written notice).

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect and the Parties will negotiate in good faith a substitute provision to effect the original intent.

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