Business Document Estes Knoxville

BUSINESS DOCUMENT ESTES KNOXVILLE — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made and entered into as of the Effective Date by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client Name desires to obtain certain professional services in connection with business operations in the Knoxville area and has engaged Service Provider Name to provide such services on the terms and conditions set forth herein; and

WHEREAS, Service Provider Name represents that it possesses the necessary expertise, personnel, and resources to perform the Scope of Work described in this Agreement and agrees to perform such work in a professional manner consistent with industry standards; and

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

SCOPE OF WORK

Services shall include, at minimum, the tasks, deliverables, and milestones specified above. Any change to the Scope of Work that materially alters cost or schedule must be documented in a written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay invoices within the time specified in the Payment Schedule. Late payments shall accrue the Late Payment Fee compounded monthly on outstanding amounts, and Client shall also be responsible for reasonable collection costs, including legal fees and expenses, if any payment is referred for collection.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period following written notice. Either party may terminate for convenience upon providing the Notice Period to the other party; in such event, Service Provider shall be entitled to payment for services performed through the effective date of termination and reasonable wind-down costs.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall (a) hold Confidential Information in strict confidence using reasonable care, (b) not disclose such Confidential Information to any third party except as expressly permitted in writing, and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. The receiving party may disclose Confidential Information where required by law, provided the receiving party gives the disclosing party prompt written notice and, where possible, cooperates to seek confidential treatment or a protective order.

NOTICES AND CONTACTS

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 law principles. Any action brought to enforce this Agreement shall be brought exclusively in the state or federal courts located in the county that most closely corresponds to the Service Provider's principal place of business unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

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, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be 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 Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. The parties agree that monetary damages may be insufficient to remedy a breach of the confidentiality provisions and that injunctive relief may be appropriate in addition to other remedies.

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