Business Document Goguma

BUSINESS DOCUMENT GOGUMA

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider Name: with principal address: .

RECITALS

WHEREAS, Client requires certain business services as described herein and desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the services and will perform them in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Payment shall be made in accordance with the schedule below.

Invoicing: Service Provider shall submit invoices to Client in writing. Client shall pay undisputed amounts within days of receipt.

Late Payment Fee: Unpaid amounts shall accrue interest at the rate of on the outstanding balance, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

Commencement Date: . Termination Date: .

Either party may terminate this Agreement for convenience by delivering written notice to the other party at least days prior to the effective termination date. Termination for cause may be immediate if the non‑breaching party provides written notice specifying the breach and the breaching party fails to cure within a commercially reasonable period not to exceed 15 days where curable.

CONFIDENTIALITY

Definition: "Confidential Information" means all non‑public business, financial, technical, and other information disclosed by either party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, agents, or consultants who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration held in the governing state under commercially reasonable arbitration procedures agreed by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, joint venture, or agency relationship. Each party shall be responsible for its own taxes and benefits.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.

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