Business Document E-PACK Pages

Business Document E-PACK Pages — General Business Agreement

Parties

This Agreement is entered into as of (Effective Date), by and between Client Name: with principal address at , and Contractor Name: with principal address at .

Recitals

WHEREAS, Client desires to engage Contractor to perform certain services described herein under the terms and conditions of this Agreement; and

WHEREAS, Contractor represents that it possesses the experience, personnel, and resources necessary to perform the services described in this Agreement and agrees to perform such services in a professional and workmanlike manner; and

WHEREAS, the Parties desire to set forth the terms and conditions governing the Parties' respective obligations and the performance of services in a single document.

Scope of Work

Payment Terms

Compensation: Client shall pay Contractor a total fee of $ for the services described in Scope of Work.

Invoicing: Contractor will submit invoices to Client at the contact address for billing set forth below. Client shall pay undisputed invoices within days of receipt.

Late Payment: Amounts not paid by the due date shall accrue interest at a rate of per month (or the maximum amount permitted by applicable law, if lower), together with all reasonable collection costs.

Bank transfer/ACH    Check    Credit card (if accepted)

Term and Termination

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

Termination for Convenience: Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the intended termination date.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice 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.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) that is designated as confidential or that, under the circumstances of disclosure, a reasonable person would understand to be confidential.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein, and (c) protect Confidential Information from unauthorized use or disclosure using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of Receiving Party, (ii) was in Receiving Party's possession prior to receipt from Disclosing Party, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of Confidential Information.

Representations; Independent Contractor

Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Contractor is an independent contractor and not an employee, partner, or agent of Client. Contractor shall be solely responsible for all taxes, insurance, and employee benefits for its personnel.

Indemnification and Limitation of Liability

Indemnification: Each Party (Indemnifying Party) shall indemnify and hold harmless the other Party (Indemnified Party) from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Indemnifying Party's negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability: Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for incidental, consequential, special, or punitive damages, and each Party's aggregate liability for any claim arising under this Agreement shall not exceed the total amount paid by Client to Contractor under this Agreement in the twelve (12) months preceding the claim.

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 conflicts of law principles. The Parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation. If litigation is necessary, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the chosen governing state.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, 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.

Notices

Miscellaneous

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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