Business Document Esraa

BUSINESS DOCUMENT ESRAA

This General Business Agreement ("Agreement") is entered into on the date indicated below by and between the parties identified herein. Agreement Date:

Parties

WHEREAS

WHEREAS, Party A has expertise and resources to perform certain business services for Party B; and

WHEREAS, Party B desires to engage Party A to perform those services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Party A will provide the services, deliverables, and milestones described below. All services will be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Compensation for the services rendered under this Agreement shall be as follows.

Invoices shall be submitted by Party A to Party B in writing. Payments are due within days from receipt of a correct invoice. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late Payment: Any past-due amount shall accrue interest at per month (or the maximum lawful rate if lower) plus any collection costs and reasonable attorneys' fees incurred to collect past due amounts.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Party B shall pay Party A for all work performed and expenses reasonably incurred through the effective date of termination, subject to any setoffs expressly permitted under this Agreement. All confidentiality and intellectual property provisions that by their nature survive termination will remain in effect.

Confidentiality

Each party acknowledges that it may receive confidential, proprietary, or trade secret information of the other party ("Confidential Information"). The receiving party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care as it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely for the performance of this Agreement.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known by the receiving party prior to disclosure, or is independently developed without reference to the disclosing party's Confidential Information. Upon termination or request, receiving party shall promptly return or destroy Confidential Information and certify such return or destruction in writing when requested.

Intellectual Property

Unless otherwise agreed in writing, Party A grants to Party B a non-exclusive, non-transferable license to use deliverables created under this Agreement solely for Party B's internal business purposes. Party A retains all right, title, and interest in any pre-existing materials, tools, templates, or methods used to create deliverables. Any assignment of intellectual property must be expressly set forth in a written instrument signed by both parties.

Warranties; Limitation of Liability

Party A warrants that the services will be performed in a professional and workmanlike manner. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the address for each party set forth below or to such other address as a party designates by written notice. Notices shall be deemed given when personally delivered, delivered by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

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.

Entire Agreement; Amendment

This Agreement, together with any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all its assets, provided the assignee assumes the obligations hereunder.

Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

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