Business Document January 2024

BUSINESS DOCUMENT JANUARY 2024

This General Business Agreement (the Agreement) is made and entered into as of by and between Service Provider: with principal address at , and Client: with principal address at .

RECITALS

WHEREAS, Service Provider represents that it has the expertise and capacity to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other provisions governing their relationship.

SCOPE OF WORK

Service Provider shall perform the services with commercially reasonable care, skill, and diligence consistent with industry standards and in accordance with the schedule set forth in this Agreement. Any material changes to the scope require written change order signed by authorized representatives of both parties.

PAYMENT TERMS

Unless otherwise stated in the payment schedule, Client shall pay invoices within days of invoice receipt. All payments shall be made in the currency specified in the invoice.

Overdue amounts shall incur a late fee of per month (or the maximum lawful rate if less). Additionally, Service Provider may suspend performance for invoices unpaid more than days after written notice.

TERM AND TERMINATION

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 providing written notice at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice specifying the breach.

Upon termination, Client shall pay for all services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, 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. Confidential Information does not include information that is (i) publicly known through no fault of the recipient, (ii) rightfully received from a third party without restriction, (iii) independently developed by the recipient without use of the discloser's Confidential Information, or (iv) required to be disclosed by law or valid order of a court or governmental authority, provided the disclosing party is given prompt notice and the scope of disclosure is limited to the required minimum.

The recipient shall use Confidential Information solely for the performance of its obligations under this Agreement, shall protect it with at least the same degree of care as it uses to protect its own confidential information (but not less than reasonable care), and shall not disclose it to any third party except to its employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

MISCELLANEOUS

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

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement or its gross negligence or willful misconduct.

Limitation of Liability: Except for liability arising from wilful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability shall be limited to the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, including any exhibits or mutually executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

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