Business Document Nakayla

BUSINESS DOCUMENT NAKAYLA

Parties

This General Business Agreement ("Agreement") is entered into by and between Client Name: with principal address at Client Address: and Service Provider Name: with principal address at Provider Address: .

Recitals

WHEREAS, Client desires to procure certain business services from Service Provider and the parties wish to set out the terms governing the performance of such services; and

WHEREAS, Service Provider represents that it has the professional expertise, resources, and personnel required to perform the services described herein in a timely and professional manner; and

WHEREAS, the parties intend for this Agreement to define their respective rights and obligations with respect to the scope of work, payment, confidentiality and termination.

Scope of Work

Service Provider shall perform the described work in a professional and workmanlike manner consistent with industry standards and shall provide all labor, materials, equipment and supervision necessary for completion unless otherwise specified in writing.

Payment Terms

Total Fee: Payment Schedule:

Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall be responsible for all collection costs and reasonable attorneys' fees incurred by Service Provider in recovering overdue amounts.

Retainage or deductions are permitted only where expressly agreed in writing. Disputed charges shall be raised in writing within ten (10) days of invoice receipt and the undisputed portion shall be paid when due.

Term and Termination

Term Commencement Date: Termination Date (if any):

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least the number of days specified above. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and documented expenses incurred through the effective date of termination, together with any non-cancellable commitments and reasonable wind-down costs.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by either party to the other in any form that is designated as confidential or that, given the nature of the information, a reasonable person would understand to be confidential.

Each party shall (i) use Confidential Information only for purposes of performing under this Agreement; (ii) restrict disclosure to its employees, agents or subcontractors with a need to know and subject to obligations of confidentiality at least as protective as those herein; and (iii) employ reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, or that is independently developed without use of Confidential Information.

Warranties and Liability

Service Provider warrants that services will be performed in a competent and professional manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for incidental, consequential, punitive or special damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law

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.

Notices

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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