Business Document Evelich

Business Document Evelich

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

Recitals

WHEREAS, Provider is engaged in the business of providing professional services, including but not limited to consulting, development, and advisory services, and possesses the expertise and personnel necessary to perform the services described herein; and

WHEREAS, Client desires to engage Provider to perform such services under the terms and conditions set forth in this Agreement, and Provider is willing to provide such services on the terms established below; and

WHEREAS, the parties intend that this Agreement memorialize their entire understanding with respect to the subject matter hereof and supersede any prior agreements or understandings, whether written or oral.

Scope of Work

Provider shall perform the professional services and deliverables described below. Provider will exercise commercially reasonable efforts and professional skill in performing the services.

Payment Terms

Client shall pay Provider for services rendered as follows. All amounts are in the currency agreed by the parties and exclude taxes unless expressly stated otherwise.

Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed in writing, undisputed invoices not paid within the Payment Terms shall accrue the Late Payment Fee and Provider may suspend performance following ten (10) days' written notice of nonpayment.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this section, continues until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay all amounts accrued through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement that is designated as confidential or that, by its nature, a reasonable person would understand to be confidential. Each party agrees: (a) to hold Confidential Information in strict confidence and not to disclose it to any third party except as permitted herein; (b) to use Confidential Information solely for the purpose of performing obligations under this Agreement; and (c) to restrict disclosure to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that: (i) becomes publicly known through no breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained by a third party without restriction. A receiving party may disclose Confidential Information if required by law or valid legal process, provided it gives prompt written notice to the disclosing party where permissible and cooperates in seeking confidential treatment.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider retains ownership of all intellectual property rights in materials, methodologies, tools, and know-how existing prior to or developed independently of the services. Client shall receive a non-exclusive, non-transferable license to use deliverables furnished under this Agreement for Client's internal business purposes upon full payment. Any transfer of proprietary rights shall be set forth in a separate written instrument.

Representations; Independent Contractor

Each party represents that it has the full right, power and authority to enter into this Agreement. Provider is an independent contractor and not an agent or employee of Client. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for special, incidental, consequential, punitive or exemplary damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate by notice. Notices shall be deemed given upon personal delivery, one business day after delivery to a reputable overnight courier, or three business days after deposit in the United States mail, certified mail, return receipt requested.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties agree to attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved through binding arbitration in the jurisdiction specified above, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

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

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that preserves the original intent. Failure of either party to enforce any right shall not constitute a waiver of that right.

Miscellaneous

The headings in this Agreement are for convenience only and shall not affect interpretation. Any exhibits, schedules, or statements of work executed under this Agreement are incorporated herein by reference and form an integral part of this Agreement.

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