Business Document Farmersville Document

BUSINESS DOCUMENT FARMERSVILLE DOCUMENT

Parties and Effective Date

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

Corporation    LLC    Partnership    Individual    Other

Corporation    LLC    Partnership    Individual    Other

WHEREAS

WHEREAS, Party A is engaged in the business of providing certain goods and/or services and possesses the personnel, equipment, and expertise necessary to perform the services described herein; and

WHEREAS, Party B desires to engage Party A to perform such services under the terms and conditions set forth in this Agreement, and Party A is willing to perform such services for Party B on those terms and conditions.

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

Scope of Work

Party A shall provide the services, deliverables, and tasks described below. Party A shall perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration of the performance of the Scope of Work, Party B shall pay Party A the fees described below. Unless otherwise agreed in writing, all payments shall be made in U.S. dollars.

If any undisputed invoice is not paid within days after the invoice due date, Party B shall pay a late fee equal to or per month, whichever is greater. Interest shall accrue on overdue amounts at the lesser of the stated late fee or the maximum rate permitted by applicable law.

Term and Termination

This Agreement shall commence on Start Date: and 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 termination. Either party may terminate immediately 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.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") 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. Confidential Information includes, without limitation, business plans, customer lists, pricing, trade secrets, technical information, and proprietary processes.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. The foregoing obligations shall not apply to information that (i) is or becomes generally known to the public through no fault of the Receiving Party; (ii) is rightfully known by the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to limit disclosure.

All Confidential Information shall be returned or destroyed upon the Disclosing Party's written request. The confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations; Insurance; Indemnity

Each party represents that it has the full power and authority to enter into and perform its obligations under this Agreement. Party A shall maintain, at its expense, insurance coverage customary for the services provided. To the extent permitted by law, each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, provided the indemnified party gives prompt written notice and cooperates in the defense.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree that exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in the county in which Farmersville is located, and the parties hereby submit to the jurisdiction of those courts.

Entire Agreement; Amendments

This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless executed in writing by authorized representatives of both parties.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the respective parties at the addresses set forth below (or to such other address as may be designated by a party in writing):

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. Neither party may assign this Agreement 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 substantially all its assets.

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