Business Document Mitsubishi

Business Document Mitsubishi

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Party A Name: (hereinafter "Mitsubishi") and Party B Name: (hereinafter "Counterparty"). Mitsubishi and Counterparty are collectively referred to as the "Parties" and individually as a "Party."

Recitals

WHEREAS, Mitsubishi is engaged in the business of and possesses facilities, personnel, and technical capabilities relevant to the services contemplated by this Agreement;

WHEREAS, Counterparty possesses expertise and capacity to perform the services described in this Agreement, specifically: ; and

WHEREAS, the Parties wish to define the scope, payment, confidentiality, and other terms and conditions under which the Parties will cooperate.

Scope of Work

1.1 Engagement. Mitsubishi engages Counterparty to perform the services and deliverables described below, and Counterparty accepts such engagement under the terms of this Agreement.

Payment Terms

2.1 Compensation. As full compensation for all services and deliverables rendered by Counterparty under this Agreement, Mitsubishi shall pay Counterparty the amounts set forth below in accordance with the schedule provided.

2.2 Invoicing and Payment. Counterparty shall submit written invoices in accordance with the Payment Schedule. Unless otherwise stated, payments are due within days of Mitsubishi's receipt of an undisputed invoice. All amounts are exclusive of applicable taxes; Mitsubishi shall pay any properly invoiced taxes unless Counterparty provides a valid exemption certificate.

Term and Termination

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon providing prior written notice to the other Party not less than days.

3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice 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

4.1 Definition. "Confidential Information" means non-public business, technical, financial and other information disclosed by one Party ("Discloser") to the other Party ("Recipient"), whether disclosed orally, in writing, or by inspection of tangible objects, 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.

4.2 Obligations. Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information from unauthorized use, disclosure or access with at least the same degree of care as it uses to protect its own similar confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted by this Agreement.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public through no wrongful act of Recipient; (b) was rightfully in Recipient's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Confidential Information.

Governing Law and Dispute Resolution

5.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction of:

5.2 Disputes. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the Parties are unable to resolve the dispute by negotiation within forty-five (45) days, either Party may pursue any remedy available at law or equity in the courts of the governing jurisdiction specified above.

Miscellaneous

6.1 Entire Agreement. This Agreement, including all statements of work and 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, and communications, whether oral or written.

6.2 Amendment. No amendment or modification shall be binding unless executed in writing by authorized representatives of both Parties.

6.3 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Mitsubishi may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

6.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute valid provision that most nearly accomplishes the Parties' intent.

Party Details

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