Business Document Eset

BUSINESS DOCUMENT ESET

Parties

This General Business Agreement (the Agreement) is made and entered into by and between:

Party A:    Address:

Corporation    Limited Liability Company    Individual

Party B:    Address:

Corporation    Limited Liability Company    Individual

WHEREAS

WHEREAS, Party A is engaged in the business of providing commercial products and services and possesses certain facilities, personnel, and technical capabilities which are necessary to perform the work described herein; and

WHEREAS, Party B desires to retain Party A to perform services described in this Agreement, and Party A is willing to perform such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth the full understanding of their arrangement in writing and to allocate responsibilities, payment, confidentiality, and risk between them.

Scope of Work

Party A shall perform the services described above in a professional manner consistent with industry standards. Any material changes to the scope shall be documented in a written change order signed by both parties and shall specify adjustments to schedule and compensation.

Payment Terms

Compensation Amount: $ (USD)

Payment Schedule:

Invoicing and Payment Terms: Party A shall submit invoices to Party B in accordance with the payment schedule. Unless otherwise agreed in writing, Party B shall pay each undisputed invoice within days of receipt. Payments shall be made in lawful money of the United States, without setoff, deduction or withholding, except as required by applicable law.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus all costs of collection, including reasonable attorneys' fees.

Reimbursable Expenses: Party A shall be reimbursed for pre-approved, reasonable out-of-pocket expenses incurred in connection with the services upon submission of substantiating receipts.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if the breach remains uncured for a period of 15 days after written notice specifying the breach. Termination shall not relieve either party of obligations incurred prior to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party to the other, including but not limited to business plans, technical data, proprietary methods, financial information, customer lists, and trade secrets, whether disclosed orally, visually or in writing.

Obligations: Each receiving party shall (a) use Confidential Information solely for the performance of this Agreement, (b) protect Confidential Information with at least the same degree of care that it uses to protect its own confidential information but no less than reasonable care, 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 at least as protective as those herein.

Exclusions: Confidential Information does not include information that: (i) was publicly known at the time of disclosure; (ii) becomes publicly known through no fault of the receiving party; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Return or Destruction: Upon termination or upon written request, the receiving party shall promptly return or destroy all Confidential Information, including copies, and provide written certification of such return or destruction.

Warranties and Indemnification

Mutual Warranties: Each party represents and warrants that it has the authority to enter into this Agreement and that the performance of its obligations will not violate any other agreement or legal obligation.

Indemnification: Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any third-party claims, liabilities, losses, or expenses arising out of the Indemnifying Party's gross negligence or willful misconduct in performing its obligations under this Agreement, subject to the Indemnifying Party's right to control the defense and settlement of such claim.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Entire Agreement

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

Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Waiver: No waiver of any breach shall constitute a waiver of any other breach. Assignment: Neither party may assign its rights or obligations without the prior written consent of the other party, except to a successor to substantially all of its business.

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