Business Document MHO

BUSINESS DOCUMENT MHO

This General Business Agreement (the "Agreement") is made and entered into as of by and between with principal place of business at (hereinafter "Party A"), and with principal place of business at (hereinafter "Party B").

RECITALS

WHEREAS, Party A is engaged in the business activities described in this Agreement and requires certain services as set forth in the Scope of Work; and

WHEREAS, Party B represents that it has the qualifications, experience, and capacity to perform the services described herein and is willing to provide such services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Party B shall provide the services, deliverables, and performance described below in accordance with the schedules and standards set forth in this Agreement.

PAYMENT TERMS

Compensation for the services described in this Agreement will be as set forth below. Unless expressly stated otherwise, all amounts are stated in lawful currency.

If any undisputed amount due under this Agreement is not paid within days after the due date, Party B may assess a late fee equal to per month on the outstanding balance, calculated daily and compounded monthly, or the maximum amount permitted by law, whichever is less.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a disclosing party to the receiving party, whether orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of obligations or exercise of rights under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted herein. Confidential Information shall not include information that the receiving party can demonstrate: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; or (iii) is independently developed without use of or reference to the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party and certify such return or destruction in writing upon request.

INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the "Indemnified Party") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any third-party claim alleging (a) personal injury or property damage caused by the negligence or willful misconduct of the Indemnifying Party; or (b) a material breach by the Indemnifying Party of its representations, warranties or obligations under this Agreement.

LIMITATION OF LIABILITY

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

GOVERNING LAW AND DISPUTE RESOLUTION

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 agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in the county of the governing state selected above, unless the parties mutually agree in writing to pursue litigation.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

NOTICES

ADDITIONAL PROVISIONS

Each party warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties.

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