Business Document Holub

BUSINESS DOCUMENT HOLUB

Parties

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

Recitals

WHEREAS, Party A is engaged in providing business services and solutions and possesses the expertise and resources necessary to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform the services described in this Agreement on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

Scope of Work

Party A shall perform the services and deliverables described below (collectively, the Services). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the performance of the Services, Party B shall pay Party A the fees and reimbursements set forth below in accordance with the schedule and conditions stated.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated daily from the date due until paid in full. Party B shall also be responsible for reasonable collection costs and attorneys' fees incurred by Party A in collecting overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party), whether oral, written or electronic, 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.

The Receiving Party shall: (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those of its employees, agents and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it employs to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement 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 Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates with the Disclosing Party to seek protective measures.

The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations; Warranties; Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A further represents that the Services will be performed in a professional manner in accordance with accepted industry standards.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses resulting from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or infringement of third-party intellectual property rights, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the total amount actually paid by Party B to Party A under this Agreement in the twelve (12) 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 conflicts of law principles. Any dispute arising under or relating to this Agreement shall be resolved by binding arbitration if the parties mutually agree; otherwise, the courts located in the chosen governing state shall have exclusive jurisdiction.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by notice to the other.

Additional Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Party A may assign its rights to an affiliate or in connection with a sale of substantially all of its business or assets related to this Agreement.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and such invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable.

Relationship of the Parties: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between them.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties.

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