Business Document Maih Auhiyu

BUSINESS DOCUMENT MAIH AUHIYU

Parties

This Business Document Maih Auhiyu (the "Agreement") is entered into as of (the "Effective Date") by and between:

Recitals

WHEREAS, Party A is engaged in the business of providing goods and/or services described herein, and maintains the personnel, expertise and resources necessary to perform the duties set forth in this Agreement; and

WHEREAS, Party B desires to retain Party A to perform certain business activities on the terms and conditions set forth in this Agreement, and Party A is willing to provide such services subject to the terms herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereby agree as follows.

Scope of Work

Party A shall perform the services and deliver the deliverables described below. The description identifies the material obligations, deliverables, and acceptance criteria for the work to be provided.

Payment Terms

In consideration for the performance of the Scope of Work, Party B shall pay Party A the amounts and according to the schedule set forth below. All amounts are payable in lawful currency of the applicable jurisdiction and are exclusive of taxes unless otherwise stated.

Invoices are due within the period specified in the Payment Schedule. Unpaid amounts shall accrue interest at the Late Payment Fee specified above and the prevailing remedies for collection, including recovery of reasonable attorneys' fees and costs, shall apply.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the proposed termination date. Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach that remains uncured thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information shall not include information that is or becomes publicly available other than through a breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed by the receiving party.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Party A grants to Party B a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Party B's internal business purposes. Party A represents that it has the right to grant such license and that the deliverables do not infringe any third-party intellectual property rights. Any pre-existing intellectual property of a party shall remain the sole property of that party.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or infringement of a third party's intellectual property rights, except to the extent caused by the indemnified party's gross negligence or willful misconduct.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, in no event shall either party be liable to the other for incidental, consequential, special, punitive or exemplary damages, and each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees actually paid to Party A under this Agreement during the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth in the Parties section or to such other address as either party may designate by notice in accordance with this paragraph. Notices shall be effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives of the parties. If the dispute is not resolved through negotiation within 30 days, the parties may pursue any remedy available at law or in equity in the courts of the agreed jurisdiction.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency between them.

Acknowledgment

By signing below, each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by them. Each signatory represents and warrants that they are authorized to execute this Agreement on behalf of the party for which they sign.

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