Business Document Konkra

BUSINESS DOCUMENT KONKRA

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

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing goods and/or services and possesses the necessary personnel, expertise and resources to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform the services set forth in this Agreement, and Party A agrees to provide such services under the terms and conditions contained herein.

WHEREAS, the parties intend for this Agreement to set forth the full understanding between them regarding the subject matter below and to allocate responsibilities, risks and compensation accordingly.

Scope of Work

Party A shall provide the services and deliverables described in this Scope of Work. The scope includes the tasks, milestones, acceptance criteria, and any specifications required by Party B. Party A shall perform the Work in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the performance of the Work, Party B shall pay Party A in accordance with the terms below. All payments are exclusive of taxes unless otherwise agreed in writing.

Payments shall be due as set forth above. If Party B fails to pay any undisputed amount when due, Party A may suspend performance after providing written notice and a reasonable opportunity to cure. Interest and collection expenses may be charged as indicated in the Late Payment Fee field.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice thereof. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's possession before receipt from the disclosing party; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence and take reasonable measures (no less than those it uses to protect its own confidential information) to avoid disclosure; (ii) use Confidential Information only to perform under this Agreement; and (iii) not disclose Confidential Information to any third party except to its affiliates, employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations of confidentiality shall survive termination for unless otherwise required by law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation does not resolve the dispute, the parties agree that the dispute will be submitted to binding arbitration in the county where the governing state is located, unless otherwise mutually agreed in writing.

Representations; Warranties; Limitation of Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Assignment; Amendment; Severability

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. This Agreement may be amended only by a written instrument signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Entire Agreement

This Agreement, including any exhibits or attachments executed by the parties, 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.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by nationally recognized overnight courier, or three business days after being deposited in the United States mail, postage prepaid, addressed to the party at the address set forth below or such other address as such party designates by notice in accordance with this section.

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