Business Document Nosiku

BUSINESS DOCUMENT NOSIKU

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

WHEREAS

WHEREAS, Client requires certain professional services described herein and desires to retain Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the skill, expertise, and resources to perform the services described in the Scope of Work and is willing to provide such services to Client in accordance with this Agreement.

SCOPE OF WORK

Provider shall perform the services with due professional care, in accordance with industry standards, and shall supply all personnel, equipment, and materials necessary to complete the Scope of Work unless otherwise agreed in writing.

PAYMENT TERMS

Client shall pay Provider the fees and expenses set forth below in consideration for Provider's performance under this Agreement. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest and collection costs as described below.

If payment is more than the agreed number of days overdue, Client agrees to pay interest at the stated rate on the overdue amount compounded monthly and all reasonable costs of collection, including attorneys' fees. Provider may suspend performance for amounts overdue beyond thirty (30) days after written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until 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 is not cured within the notice period specified above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and not disclose any Confidential Information of the other party (Discloser) except as necessary to perform obligations under this Agreement. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Recipient may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein. Confidential Information does not include information that is or becomes publicly known without breach of this Agreement or that was rightfully in Recipient's possession prior to 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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

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