Business Document P8-H1

Business Document P8-H1

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

Whereas

WHEREAS, Client is engaged in the business of acquiring services and goods in the ordinary course of its operations and desires to engage Service Provider to perform certain services on the terms and conditions set forth in this Agreement.

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement and agrees to perform such services in a professional and workmanlike manner.

WHEREAS, the parties desire to set forth their rights and obligations with respect to the performance of such services and related payments.

Scope of Work

Service Provider shall perform the services described above in accordance with industry standards and any deliverable specifications set forth in this Agreement. Any material change to the Scope of Work shall be effective only upon written change order signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider the Payment Amount in accordance with the Payment Schedule. All payments are due within the number of days specified in the Payment Schedule from Client's receipt of an undisputed invoice. Invoices shall be itemized, reasonably detailed, and delivered to the billing contact designated by Client.

Late Fee: % per month on outstanding balances, calculated pro rata, commencing after days from the invoice due date. Interest and late fees shall be the exclusive remedy for late payment and shall not constitute a waiver of any other rights or remedies.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least the number of days specified in the Termination Notice Period prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured after thirty (30) days' written notice specifying the breach, or immediately for insolvency, bankruptcy, or cessation of operations. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public, proprietary information disclosed in any form that is designated as confidential or that, by its nature, a reasonable person would consider confidential.

Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets.

The undersigned acknowledge and agree to the confidentiality obligations contained in this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising under this Agreement.

Representations, Indemnification and Limitation of Liability

Each party represents that it has the full right, power, and authority to enter into and perform this Agreement. Service Provider represents that performance will not violate any agreements with third parties.

Each party shall indemnify and hold harmless the other party from losses, liabilities, damages, or expenses arising from its breach of this Agreement, negligence, or willful misconduct, subject to any limitations set forth herein.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Entire Agreement

This Agreement, including all exhibits and written change orders signed by both parties, 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 shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any right or breach shall be effective only in writing and shall not be deemed a waiver of any other right or subsequent breach.

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