Business Document OIF 2020

Business Document OIF 2020

This General Business Agreement ("Agreement") is made effective as of between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client is engaged in the business identified in its corporate filings and desires to retain Provider to perform certain professional services as set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, and capability to perform the services described herein and is willing to perform such services under the terms and conditions set forth below.

SCOPE OF WORK

Provider shall perform the services and deliverables described in the Scope of Work below. The Scope of Work shall identify deliverables, milestones, acceptance criteria and any third‑party dependencies.

PAYMENT TERMS

Compensation: Client shall pay Provider a total fee of $ for the Services performed under this Agreement, subject to the schedule and conditions below.

Invoices shall be submitted in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Payment method:

Late Payment: Any undisputed amount not paid when due shall accrue a late fee equal to on the overdue balance, and recoverable collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

Term: This Agreement shall commence on and continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party given at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, including business plans, financial data, customer lists, technical data, and trade secrets, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Non‑Disclosure and Use: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement, and (c) use Confidential Information only to perform obligations or exercise rights under this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available without breach; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without using the other party's Confidential Information.

Duration: The obligations of confidentiality shall survive termination of this Agreement for years, except that trade secrets shall remain protected for as long as required by applicable law.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further represents that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third‑party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

LIMITATION OF LIABILITY

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

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties agree to negotiate in good faith to resolve disputes; if unresolved, disputes shall be resolved by binding arbitration in the chosen jurisdiction unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that preserves the parties' intent.

MISCELLANEOUS

Independent Contractors: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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