Business Document for Kristen

BUSINESS DOCUMENT FOR KRISTEN

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

RECITALS

WHEREAS, Client seeks to engage the Service Provider to perform certain professional services as set forth in this Agreement; and

WHEREAS, Service Provider has the expertise and capacity to provide those services under the terms and conditions stated herein; and

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

SCOPE OF WORK

Service Provider will perform the services and deliverables described below. The parties may amend the Scope of Work in writing by mutual consent. Service Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

As full compensation for the services described in this Agreement, Client shall pay Service Provider in accordance with the following terms:

Service Provider shall submit invoices to Client. Payments are due within days after receipt of an undisputed invoice. Disputed amounts must be notified in writing within the same period.

Past due amounts shall accrue interest at a rate of percent per month (or the maximum legal rate if less). Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

All fees are exclusive of taxes. Client is responsible for sales, use, value-added, and other taxes, unless a valid exemption certificate is provided.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary information disclosed by a party relating to business operations, pricing, customer lists, trade secrets, methodologies, or other information that by its nature should be treated as confidential. Each party agrees (a) to hold Confidential Information in strict confidence, (b) not to use Confidential Information except to perform its obligations under this Agreement, and (c) not to disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality at least as restrictive as those herein.

Confidentiality obligations will not apply to information that (i) was rightfully in the receiving party's possession prior to disclosure, (ii) is or becomes public through no fault of the receiving party, (iii) is rightfully received from a third party without breach of any obligation, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If required by law or court order to disclose Confidential Information, the receiving party shall provide prompt written notice to the disclosing party and cooperate to seek protective relief.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use deliverables created under this Agreement for Client's internal business purposes. Service Provider retains ownership of its pre-existing intellectual property and any general skills, know-how or methodologies developed outside the scope of this Agreement.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes through negotiation. If unresolved within sixty (60) days, either party may pursue remedies in the state and federal courts located in the chosen state.

NOTICES

All notices must be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice:

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving, to the greatest extent possible, the original economic intent.

Authority: Each signatory below represents and warrants that they have the full right, power and authority to enter into and perform this Agreement on behalf of the party for which they sign.

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