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GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal place of business at:

and Service Provider Name: with principal place of business at:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain services described herein and Service Provider has represented that it has the expertise, personnel and resources necessary to perform such services in a competent and professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the services to Client and the compensation to be paid therefor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the Fee in accordance with the schedule set forth below. The Fee shall be: (USD) payable as follows:

Service Provider shall submit invoices in accordance with the schedule above and Client shall remit payment within days of receipt of a correct invoice. Any undisputed amount not paid when due shall accrue interest at the rate of until paid.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not use or disclose Confidential Information except as necessary to perform under this Agreement. Confidential obligations shall survive termination for a period of . The obligations set forth do not apply to information that (i) is or becomes generally known to the public other than by breach of this Agreement, (ii) is lawfully received from a third party without restriction, or (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third‑party claims arising out of its negligence, willful misconduct or breach of this Agreement. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice to the other party in accordance with this section.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties agree to submit to binding arbitration in accordance with the arbitration rules mutually agreed by the parties. Judgment on the award may be entered in any court of competent jurisdiction.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes the assigning party’s obligations hereunder. Any attempted assignment in violation of this section shall be void.

Amendment; Waiver: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The waiver of any breach shall not operate as a waiver of any subsequent breach.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute valid and enforceable provision that most nearly effects the parties' intent.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments hereto signed by both parties, constitutes the entire agreement and understanding 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, relating to such subject matter.

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.

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