Business Document Farnsworth

Business Document Farnsworth

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

Recitals

WHEREAS, Party A is engaged in the business of providing professional goods and services as specified in this Agreement and possesses expertise and personnel necessary to perform the Scope of Work described below; and

WHEREAS, Party B desires to retain Party A to perform the services set forth in this Agreement on the terms and conditions contained herein, and Party A is willing to perform such services for Party B; and

WHEREAS, the parties intend that the responsibilities, payment terms, confidentiality obligations, and remedies for breach shall be set forth in this written Agreement.

Scope of Work

Party A shall perform the services and deliverables described below in a professional, timely, and workmanlike manner consistent with industry standards. Party A shall provide all labor, materials, equipment, and supervision necessary to complete the Scope of Work unless otherwise specified.

Payment Terms

In consideration for the performance of the Scope of Work, Party B shall pay Party A as follows:

Late payments shall accrue interest at per month (or the maximum rate permitted by applicable law, if less). Party B shall also reimburse Party A for reasonable collection costs, including attorneys' fees, if applicable.

All fees are exclusive of taxes; Party B shall be responsible for sales, use, excise, or other taxes arising from the transactions contemplated by this Agreement, except taxes based on Party A's net income.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

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 immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; (b) becomes insolvent; or (c) ceases business operations.

Upon termination, Party A shall cease performance and shall deliver to Party B all work in progress. Party B shall pay Party A for all services performed and reimbursable expenses incurred through the effective date of termination, subject to setoff for any proven damages resulting from breach.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated confidential or that, given the nature of the information or the circumstances surrounding disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, technical data, financial information, customer lists, and proprietary processes.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to third parties except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely for the performance of this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure as evidenced by written records; (iii) is received from a third party free to disclose such information; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The parties acknowledge that monetary damages may be an inadequate remedy for breach of this Section and that the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, without proof of actual damages.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF THE CONFIDENTIALITY SECTION, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations and warranties, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its duties under 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 of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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