Business Document RD

Business Document RD

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

Recitals

WHEREAS, Client desires that Service Provider perform certain business services in connection with (the "Project"); and

WHEREAS, Service Provider represents that it possesses the requisite skill, experience and personnel to perform the services described herein and is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Project in a written agreement.

Scope of Work

Service Provider shall perform the services and deliverables described below. The scope may be amended only by a written change order executed by authorized representatives of both parties.

Payment Terms

Client agrees to pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All fees are payable in United States dollars unless otherwise agreed in writing.

Unless otherwise agreed in writing, Client shall pay undisputed invoices within thirty (30) days of receipt. Unpaid amounts shall bear interest at the rate specified above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate allowed by law. Each party is responsible for its own taxes arising from payments under this Agreement.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not fewer than days prior to the effective date of termination. Either party may terminate for cause upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either party in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) disclose Confidential Information only to those employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations in this section shall not apply to information that (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was known to the receiving party prior to disclosure by the disclosing party; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. The duty of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Remedies for breach include injunctive relief in addition to any other available remedies.

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 in that State for any dispute arising out of this Agreement.

Representations; Warranty Disclaimer

Each party represents and warrants that it has the full right, power and authority to enter into and perform under this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability; Indemnification

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages. Each party shall indemnify, defend and hold harmless the other party from and against losses arising out of third-party claims to the extent caused by the indemnifying party's negligence, willful misconduct or breach of this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

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