Business Document ET24035

General Business Agreement — ET24035

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between:

WHEREAS

1. WHEREAS, Company requires certain business services and solutions described herein and has engaged Provider to perform such services under the terms set forth in this Agreement.

2. WHEREAS, Provider represents that it possesses the necessary experience, skills and personnel to perform the services and agrees to perform in a professional manner consistent with industry standards.

3. WHEREAS, the parties desire to set forth the terms, conditions and obligations applicable to the engagement of Provider by Company.

SCOPE OF WORK

Provider shall perform the services described below in accordance with the timelines and deliverables agreed by the parties. The parties acknowledge that changes to scope shall be documented and approved in writing pursuant to the change order procedure set forth herein.

PAYMENT TERMS

Company shall pay Provider for the services performed in accordance with the following payment provisions. All amounts are in U.S. Dollars unless otherwise stated.

Payments shall be due within days of receipt of a correct invoice. In the event Company disputes any portion of an invoice in good faith, Company shall timely pay any undisputed amount and the parties shall promptly seek to resolve the disputed amount.

Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law, calculated monthly from the date due until paid.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Company all work in progress and final deliverables for which Company has paid, and Company shall pay Provider for all undisputed amounts then due for services rendered through the effective date of termination.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Discloser") disclosed in connection with this Agreement. "Confidential Information" includes business plans, financial information, technical data, trade secrets, client lists, pricing, and any other information designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of this Agreement by Recipient; (b) was lawfully in Recipient's possession prior to receipt from Discloser; (c) is received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall use Confidential Information solely for the purpose of performing its obligations under this Agreement, shall restrict access to such information to those employees or contractors with a need to know, and shall be responsible for any breach of this provision by such persons. Upon termination or upon Discloser's request, Recipient shall return or destroy Confidential Information and certify such return or destruction in writing.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes promptly by negotiation. If the parties cannot resolve a dispute within sixty (60) days, either party may pursue any remedy available at law or in equity in courts of the chosen jurisdiction.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from breach of confidentiality, willful misconduct or gross negligence, or indemnification obligations set forth below, neither party shall be liable for incidental, consequential, special or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the total amount paid or payable by Company to Provider under this Agreement during the twelve (12) months preceding the claim.

Provider agrees to indemnify, defend and hold harmless Company and its officers, directors and employees from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) to the extent resulting from Provider's negligence, willful misconduct, or breach of this Agreement.

ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder 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 all or substantially all of its assets provided the assignee assumes all obligations under this Agreement.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including all attachments and written change orders executed by authorized representatives of the parties, 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 oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as either party may designate by notice to the other) by personal delivery, certified mail, return receipt requested, or recognized overnight courier.

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