Business Document Piepschyk

Business Document Piepschyk

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

Parties

Party A Name:

Individual    Corporation    Limited Liability Company    Partnership    Other:

Party B Name:

Individual    Corporation    Limited Liability Company    Partnership    Other:

Recitals

WHEREAS, Party A is engaged in the business of providing certain services and possesses technical expertise and resources necessary to perform those services; and

WHEREAS, Party B desires to engage Party A to perform services described in this Agreement and Party A agrees to perform such services pursuant to the terms and conditions set forth below; and

WHEREAS, the parties intend for this Agreement to define the scope, schedule, compensation and confidentiality obligations applicable to their relationship.

Scope of Work

Payment Terms

Compensation: Party B shall pay Party A a total fee of USD for the services described in the Scope of Work unless otherwise amended in writing.

Invoicing and Payment: Party A will submit invoices in accordance with the schedule above. Unless otherwise agreed, payment is due within days of invoice receipt. Payments not received within that period shall accrue interest at a rate of per month, calculated monthly and compounded, plus any reasonable collection costs incurred by the non-defaulting party.

Taxes and Withholding: Unless otherwise required by law, each party is responsible for its own taxes arising from performance of this Agreement. Any required withholdings shall be calculated and remitted in accordance with applicable law.

Term and Termination

Term Commencement Date: .

Term Expiration Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with days written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination does not relieve either party of obligations accrued prior to termination, including payment for services rendered.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether orally, in writing, or electronically, and marked or reasonably understood to be confidential, including but not limited to technical data, business plans, pricing, financial information, trade secrets, customer lists and proprietary processes.

Obligations: The receiving party 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 not less than reasonable care; (ii) not use Confidential Information for any purpose other than performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that is (a) publicly available through no fault of the receiving party; (b) already in the receiving party’s possession without obligation of confidentiality prior to disclosure; (c) independently developed without use of or reference to the disclosing party’s Confidential Information; or (d) required to be disclosed by law or court order, provided the receiving party, where lawful, gives prompt notice and cooperates with reasonable efforts to limit disclosure.

Survival: The confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

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 courts located in that state for any dispute arising under this Agreement.

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement, including any attachments or addenda expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral.

Amendment: No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or business.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

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