Business Document P6-H3

Business Document P6-H3

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

WHEREAS

WHEREAS, Client represents that Client is engaged in business and requires professional services as described in this Agreement; and

WHEREAS, Service Provider represents that Service Provider possesses the necessary skill, experience, and licenses to provide such services and agrees to perform those services for Client under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). The Services include, without limitation, the tasks, deliverables, and milestones set out in the description. Service Provider shall provide the Services in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the performance of the Services in accordance with the following terms:

If any undisputed invoice remains unpaid more than days after the due date, a late fee equal to shall accrue on the outstanding balance, or the maximum permitted by law, whichever is less. Client will also reimburse Service Provider for reasonable collection costs, including attorneys' fees, for amounts due and unpaid.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in effect until the completion of the Services or the Term End Date, unless terminated earlier as provided below.

Effective Date:   Term Start:   Term End:

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to termination. Either party may terminate this Agreement immediately for material breach that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic, or tangible, relating to business strategies, financials, trade secrets, technical data, customer lists, pricing, and other proprietary matters. Confidential Information does not include information that is (a) in the public domain through no breach by the recipient, (b) rightfully received by the recipient from a third party without restriction, or (c) independently developed by the recipient without use of the disclosing party's Confidential Information.

The recipient shall: (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) not disclose Confidential Information to any third party except as necessary to perform this Agreement and subject to written confidentiality obligations; and (iii) use Confidential Information solely for performance under this Agreement. These obligations shall continue for a period of years from the date of disclosure, unless a longer period is required by law. The parties acknowledge that a breach of this Section may cause irreparable harm, and that injunctive relief shall be available in addition to any other remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. 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

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior or contemporaneous oral or written agreements, proposals, or communications. Any amendment to this Agreement must be in writing and executed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

The parties have executed this Agreement as of the date first written above.

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