Business Document Grueninger

Business Document Grueninger

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

Parties

WHEREAS

WHEREAS, Party A, identified above as Client Name: seeks to procure services described herein; and

WHEREAS, Party B, identified above as Service Provider Name: represents that it has the skill, personnel and resources to perform the services on the terms set forth below.

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

Scope of Work

Party B shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The scope, deliverables, milestones, and acceptance criteria are:

Payment Terms

Compensation: Party A shall pay Party B the total amount of USD for the services described in this Agreement, subject to the invoicing and schedule below.

Late Payment: Unpaid amounts shall accrue interest at the rate of compounded monthly on the unpaid balance, and Party B may suspend performance after providing written notice and a reasonable cure period.

Expenses: Preapproved reasonable out-of-pocket expenses incurred by Party B in performing services shall be reimbursed by Party A upon submission of documentation.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Upon such termination, Party A shall pay Party B for all services performed and reasonable non-cancellable obligations incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure such breach within days after receiving written notice describing the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party agrees (a) to use Confidential Information solely for the performance of this Agreement; (b) to restrict disclosure to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) to take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Exclusions: Confidential Information does not include information that is or becomes generally known to the public through no wrongful act, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information. A party may disclose Confidential Information to the extent required by law or valid court order, provided it gives the disclosing party prompt notice and cooperates in seeking confidential treatment.

Representations and Warranties

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Party B warrants that services will be provided in a professional manner in accordance with industry standards for the type of services described.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from third-party claims to the extent resulting from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Limitation: Except for liability arising from willful misconduct, gross negligence, or a party's breach of confidentiality or infringement obligations, neither party shall be liable for special, incidental, consequential, or punitive damages, and aggregate liability shall not exceed the fees paid under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Entire Agreement; Amendment

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

Miscellaneous

Assignment: Neither party may assign its rights under 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, sale of substantially all assets, or change of control, provided that the assignee assumes the obligations hereunder.

Notices: Notices shall be in writing and delivered to the addresses set forth above or such other address as a party may specify in writing. Notices are effective upon personal delivery, five days after deposit in the mail, or upon confirmed electronic transmission.

Acknowledgement

Each party acknowledges that it has read this Agreement, understands its terms, and has the authority to bind the party on whose behalf it signs.

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