Business Document JaniceA

BUSINESS DOCUMENT JANICEA

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

Party A Name:    Party A Address:

Party B Name:    Party B Address:

RECITALS

WHEREAS, Party A is engaged in the business of providing professional services, consulting, and related deliverables as described in this Agreement; and

WHEREAS, Party B desires to retain Party A to perform certain services and deliverables under the terms set forth herein; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to the services, payment, confidentiality, and term of engagement.

SCOPE OF WORK

PAYMENT TERMS

If any undisputed amount remains unpaid beyond the due date, the unpaid balance shall accrue interest at the rate of (or the maximum lawful rate, if lower). In addition, the non-paying party shall reimburse reasonable collection costs and attorneys' fees incurred to enforce payment.

TERM AND TERMINATION

Commencement Date: . Termination Date (if any): .

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all nonpublic information disclosed by either party in connection with this Agreement, whether disclosed orally, in writing, or by inspection, including business plans, financial information, client data, trade secrets, and technical information.

Obligations: Each party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) restrict disclosure to employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that is (i) publicly available other than through a breach of this Agreement, (ii) already known to the receiving party at the time of disclosure, (iii) rightfully received from a third party without restriction, or (iv) independently developed without use of the disclosing party's Confidential Information.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of from the date of termination, except with respect to trade secrets which shall be protected for as long as they remain trade secrets.

NOTICES

GOVERNING LAW

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 submit to the exclusive jurisdiction of courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: The failure of either party to enforce any right shall not constitute a waiver of that right or any other.

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