Business Document Fontana

BUSINESS AGREEMENT — FONTANA

Parties

Entity Type: Corporation LLC Individual

Recitals

WHEREAS, the Service Provider, , represents that it has the professional capability and experience to perform the services described in this Agreement; and

WHEREAS, the Client, , desires to engage the Service Provider to perform such services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

The Service Provider shall perform the services and deliverables described in the space below. The description governs the nature, deliverables, and acceptance criteria for the engagement. Any material changes to scope require written amendment signed by both parties.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services rendered. All payments are due in U.S. dollars and exclusive of applicable taxes unless otherwise stated.

Unless otherwise agreed in writing, if any undisputed amount is not paid within days of the invoice due date, Client shall pay the Late Payment Fee and Provider may suspend performance until payment is received.

Term and Termination

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

Either party may terminate this Agreement for convenience by providing the other party with written notice at least days prior to the intended termination date. Provider may terminate immediately for material breach by Client if such breach is not cured within 15 days of written notice.

Confidentiality

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether written, oral, electronic, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations survive termination for a period of three (3) years except for trade secrets, which shall be maintained indefinitely.

Representations; Warranties; Remedies

Each party represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth, all other warranties are disclaimed to the fullest extent permitted by law. Client's exclusive remedy for breach of the warranty shall be re-performance of the defective services or, if Provider fails to re-perform, a refund of the fees paid for the affected services.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. The parties agree that any dispute arising under this Agreement will be submitted to the exclusive jurisdiction of the state and federal courts located in the county in which Fontana is located.

Entire Agreement; Miscellaneous

This Agreement, together with any exhibits or attachments expressly incorporated, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications. No amendment shall be effective unless in writing and signed by both parties. If any provision is held 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, except that either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice to the other. Notices are effective upon personal delivery, three (3) days after deposit in the U.S. mail (first-class, certified), or one (1) day after delivery to a national overnight courier.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Electronic signatures and transmitted counterparts (including facsimile or scanned PDF) are binding for all purposes.

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