Business Document Kinoshita Gaku

Business Document Kinoshita Gaku

This General Business Agreement ("Agreement") is made effective as of by and between:

Recitals

WHEREAS, Party A, whose principal place of business is represented above, is engaged in the business of providing professional services and technical expertise related to business operations, consulting, and implementation; and

WHEREAS, Party B desires to engage Party A to perform certain services under the terms and conditions set forth in this Agreement, and Party A is willing to perform such services for Party B in accordance with the terms of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the subject matter hereof.

Scope of Work

Party A shall provide services, deliverables, and responsibilities as described below. The parties acknowledge that any modification or expansion of the scope requires a written change order signed by authorized representatives of both parties.

Payment Terms

In consideration for the services to be performed by Party A, Party B shall pay Party A the fees set forth below in accordance with the schedule and conditions provided.

Late payments shall bear interest and fees as provided below.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective date of termination. 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

For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed by one party to the other party, whether in oral, written or electronic form, 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 includes, but is not limited to, business plans, technical data, trade secrets, pricing, financial information, customer lists, and marketing information.

Each party agrees (a) to maintain the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not to disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein; and (c) not to use Confidential Information except to perform obligations under this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as such information qualifies as a trade secret under applicable law.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure by the disclosing party; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information if required by law, regulation, or court order, provided it gives prompt written notice to the disclosing party to allow the disclosing party to seek protective measures.

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 agree that any action to enforce this Agreement shall be brought in the courts of that state or in federal court located in that state.

Representations; Indemnification; Insurance

Each party represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in the performance of this Agreement. Party A shall maintain commercially reasonable liability insurance coverage appropriate to the services provided.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No amendment or modification of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at their respective addresses set forth above or to such other address that may be designated by the receiving party in writing. Notices are effective upon receipt.

Miscellaneous

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

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