Business Document Nogueira

BUSINESS DOCUMENT NOGUEIRA

Parties

This General Business Agreement (the Agreement) is made effective as of by and between , a business organized at (hereinafter "Company"), and , located at (hereinafter "Provider").

Recitals

WHEREAS, Company desires to engage Provider to perform certain services described herein and Provider is willing and able to perform such services on the terms set forth in this Agreement;

WHEREAS, Company and Provider desire to set forth their respective rights and obligations with respect to the performance of the services, payment for services, confidentiality of information, and related matters; and

WHEREAS, the parties intend that this Agreement establish a binding contractual relationship between them covering the scope of work, payment terms, term and termination, confidentiality, and governing law provisions;

Scope of Work

Provider shall perform the services described above in a professional manner consistent with industry standards. Provider shall supply all personnel, equipment, materials, and supervision necessary to complete the services unless otherwise agreed in writing. Changes to the scope of work shall be governed by a written Change Order executed by authorized representatives of both parties.

Payment Terms

Unless otherwise specified in the Payment Schedule, invoices are due and payable within days of invoice receipt. Late payments shall bear interest at a rate of percent per month (or the maximum rate permitted by law, if lower). Provider may suspend performance if amounts due are more than days overdue after written notice and failure to cure.

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 days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that, under the circumstances, should reasonably be understood to be confidential. Each party agrees to: (a) hold Confidential Information in strict confidence and take reasonable measures to protect it; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information shall not include information that is already lawfully known to the receiving party, becomes publicly available without breach, or is required to be disclosed by law or court order (provided the disclosing party is given prompt notice and an opportunity to seek protective relief).

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider hereby assigns to Company all right, title and interest in and to deliverables created specifically for Company under this Agreement, subject to Company's payment of all amounts then due. Provider retains ownership of Provider's pre-existing intellectual property and general skills, know-how, tools and methodologies. Provider grants Company a non-exclusive, perpetual license to any Provider pre-existing materials embedded in deliverables to the extent necessary to use such deliverables.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct, breach of its representations or obligations under this Agreement, or infringement of third-party intellectual property rights. Except to the extent caused by gross negligence or willful misconduct, neither party's aggregate liability for direct damages under this Agreement shall exceed the amounts paid or payable by Company to Provider in the twelve (12) months preceding 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 conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits and written Change Orders, 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 effective unless in writing and signed by authorized representatives of both parties.

Notices

Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the services will be performed in a professional and workmanlike manner consistent with prevailing industry standards for similar services.

Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

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