Business Document Nomura Document

Business Document Nomura Document

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client is engaged in lawful business activities and seeks to retain Service Provider to perform certain services described herein under the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider has represented that it possesses the requisite expertise, personnel and resources to perform the services and is willing to provide such services to Client in accordance with the terms of this Agreement; and

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

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. Service Provider shall provide personnel, equipment and materials as necessary to complete the tasks described.

PAYMENT TERMS

Client shall pay Service Provider for performance of the Services in accordance with the following terms and schedule.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above after receipt of written notice specifying the breach. Termination shall not relieve the terminating party of liability for breaches occurring prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary or confidential information disclosed by either party to the other, whether disclosed orally or in writing, that is designated as confidential or that, given the nature of the information or the circumstances surrounding disclosure, reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party 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 herein. The obligations of confidentiality shall survive termination of this Agreement for Confidentiality Term (years):

Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the extent compelled by law or regulation, provided that the receiving party provides prompt written notice to the disclosing party and cooperates in any lawful attempt to limit or contest such disclosure.

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 laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in that state for purposes of any action or proceeding arising out of or relating to this Agreement.

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, representations and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Waiver of any breach or default is not a waiver of any other or subsequent breach or default. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with the sale of substantially all its assets.

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