Business Document for Alexander Corbin

GENERAL BUSINESS AGREEMENT (Alexander Corbin)

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: (the "Client") and Service Provider Name: (the "Service Provider"). Each of the Client and Service Provider may be referred to herein individually as a "Party" and collectively as the "Parties."

Parties' Contact Information

Recitals

WHEREAS, the Service Provider possesses the expertise and capacity to perform the professional services described herein; and

WHEREAS, the Client desires to engage the Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that this Agreement set forth the rights and obligations of the Parties with respect to the services and payment therefor.

Scope of Work

The Service Provider shall provide the services and deliverables described below. The Parties agree the scope may be modified only by a written amendment signed by both Parties.

Payment Terms

The Client shall pay the Service Provider the Contract Price in accordance with the terms set forth below. All sums are payable in United States dollars unless otherwise agreed in writing.

All undisputed amounts not paid when due shall accrue interest at the rate specified above and the Client shall reimburse the Service Provider for reasonable costs of collection, including attorneys' fees and expenses. Payments shall be applied first to accrued interest and costs, then to principal.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either Party may terminate this Agreement for any reason upon written notice to the other Party given not less than prior to the effective date of termination.

Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, the Service Provider shall deliver all completed work and invoice the Client for all services performed and expenses incurred up to the effective date of termination. Provisions that by their nature survive termination shall survive, including payment obligations, confidentiality, indemnification and governing law.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party) in any form 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.

Non-Disclosure and Use: The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same standard of care it uses to protect its own confidential information; (b) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates in seeking protective measures.

Remedies: The Parties acknowledge that monetary damages may be inadequate to remedy a breach and agree that the Disclosing Party shall be entitled to injunctive and other equitable relief in addition to any other remedies available at law or in equity.

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 law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Miscellaneous

Entire Agreement: This Agreement, together with any statements of work or exhibits incorporated in writing, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to the subject matter hereof.

Amendment; Waiver: No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure to enforce any provision shall not constitute a waiver.

Assignment: Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar transaction.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses or emails provided above. Notices shall be deemed given upon personal delivery, confirmed delivery by courier, or three (3) business days after deposit in the mail.

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