Business Document Nguyen Document

BUSINESS DOCUMENT NGUYEN DOCUMENT

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

Parties

WHEREAS Recitals

WHEREAS, Client Name: wishes to engage Service Provider Name: to perform certain services described below; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and resources to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services under the terms of this Agreement.

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties may attach a statement of work or incorporate additional specifications by written amendment signed by both parties.

Payment Terms

In consideration for the services rendered by Service Provider, Client shall pay Service Provider the fees set forth below subject to the terms of this Agreement.

All fees are exclusive of taxes. Client shall pay any applicable sales, use, value added or other taxes (excluding taxes imposed on Service Provider's income) arising from the performance of this Agreement.

Term and Termination

This Agreement will commence on (the Commencement Date) and shall 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 effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of days following written notice of such breach.

Confidentiality

"Confidential Information" means nonpublic information disclosed by a party that is designated as confidential or that, by its nature or the circumstances of disclosure, ought reasonably to be treated as confidential. Each party agrees: (a) to hold Confidential Information of the other party in strict confidence; (b) not to use such Confidential Information except to perform its obligations under this Agreement; and (c) not to disclose such Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or by a court or governmental order, provided the receiving party gives prompt written notice to the disclosing party and cooperates reasonably to limit the scope of required disclosure.

Indemnification and Liability

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performance of its obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact addresses set forth above or to such other address as either party designates by prior written notice. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or statements of work 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. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

General Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement will be construed to create a joint venture, partnership, employment, or agency relationship between them. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Signatures

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