Business Document GCX February 2025

BUSINESS DOCUMENT GCX FEBRUARY 2025

This General Business Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain services as described herein and Service Provider has represented that it has the skill, personnel, and resources to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide services to Client, including payment, confidentiality, and termination provisions.

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

1. Scope of Work

Service Provider shall perform the services and deliverables described below (the Services). The Services shall include the tasks, milestones, deliverables, and acceptance criteria set forth by Client and Service Provider.

2. Payment Terms

Client shall pay Service Provider for the Services as follows. All amounts are in the currency agreed by the parties and exclude applicable taxes unless otherwise stated.

Unless otherwise agreed in writing, invoices not disputed in good faith within seven (7) days of receipt shall be deemed accepted. Client is responsible for all sales, use or other taxes imposed by any authority, excluding taxes based on Service Provider's net income.

3. Term and Termination

This Agreement commences on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than Notice Period (days): days prior to the intended termination date.

Either party may terminate for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach.

4. Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by either party to the other, whether oral, written, electronic or otherwise, 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 does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice to permit seeking protective measures.

5. Representations; Indemnification; Limitation of Liability

Each party represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement. The aggregate liability of either party for direct damages arising under this Agreement shall not exceed the total amounts actually paid by Client to Service Provider under this Agreement during the preceding twelve (12) months.

6. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected below, without regard to conflict of laws principles.

The parties shall attempt in good faith to resolve any disputes arising out of this Agreement through negotiation. If the parties are unable to resolve a dispute within thirty (30) days, either party may pursue any available legal or equitable remedies in the courts of the selected jurisdiction.

7. Entire Agreement; Amendment

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning the subject matter hereof. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

8. Miscellaneous

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 either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid provision that most closely matches the parties' intent.

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