Business Document KHC Docs

BUSINESS DOCUMENT KHC DOCS

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business, consulting and related services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and resources to provide such services and is willing to provide those services to Client on the terms set forth herein; and

WHEREAS, the parties wish to define the scope, compensation, term, confidentiality obligations and other terms governing their relationship.

1. SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") in a professional and workmanlike manner in accordance with industry standards and this Agreement.

2. PAYMENT TERMS

Client will pay Service Provider the fees set forth below in consideration for the Services. All fees are payable in U.S. dollars unless otherwise agreed in writing.

All payments shall be made upon receipt of an invoice from Service Provider. Client shall be responsible for any taxes, duties or other governmental charges arising from payments, other than taxes based on Service Provider's net income. If Client disputes any portion of an invoice in good faith, Client shall timely pay the undisputed portion and the parties shall promptly seek to resolve the disputed portion in good faith.

3. TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Section, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred up to the effective date of termination, and Service Provider shall deliver all work product completed to date. Sections concerning Confidentiality, Indemnification, Limitation of Liability and Governing Law shall survive termination.

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that, given the nature of the information or circumstances of disclosure, ought reasonably to be treated as confidential. Confidential Information includes, without limitation, business plans, financial information, customer lists, pricing, and technical data.

The Receiving Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable degree of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, consultants or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, regulation or court order, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates in any lawful effort to limit the disclosure.

The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity. The obligations of confidentiality shall survive for a period of three (3) years following termination of this Agreement, except for trade secrets which shall remain confidential for as long as they qualify as trade secrets under applicable law.

5. 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. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that State, and each party hereby submits to the jurisdiction of such courts.

6. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

7. MISCELLANEOUS PROVISIONS

Relationship of the parties: The parties are independent contractors and nothing in this Agreement shall be deemed to create an agency, partnership or joint venture between them. Neither party shall have authority to bind the other except as expressly provided in this Agreement.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

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