Business Document Ren�� Solmann

BUSINESS DOCUMENT RENÉ SOLMANN

This General Business Agreement ("Agreement") is entered into as of by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services and possesses the skills, personnel, and capacity to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services and Service Provider agrees to perform those services under the terms and conditions set forth in this Agreement.

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

Total Fee: $ . Client shall pay the Total Fee to Service Provider according to the following schedule.

Deposit (if any): $ payable upon execution of this Agreement. Final payment is due within days of invoice unless otherwise agreed in writing.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by law, plus reasonable collection costs and legal fees incurred by the non-defaulting party.

Term and Termination

Term Commencement Date: . Termination Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other relating to business operations, finances, strategies, customer lists, technical data, or other proprietary information. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors with a need to know who are bound by confidentiality obligations no less restrictive than those herein.

The foregoing obligations do not apply to information that (i) was known to the receiving party prior to disclosure, (ii) becomes publicly available through no breach of this Agreement, (iii) is received from a third party without breach of any obligation of confidentiality, or (iv) is required to be disclosed by law or valid order of a court or governmental authority, provided the receiving party gives prompt written notice to the disclosing party to permit the disclosing party to seek protective relief.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all work product, deliverables, inventions, and materials created by Service Provider under this Agreement ("Work Product") shall be owned by Client upon full payment of all fees due. Service Provider retains the right to use general skills, experience, and know-how, and does not transfer underlying pre-existing intellectual property except as expressly provided.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights.

Governing Law

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

Entire Agreement; Modification

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification shall be effective unless it is in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous Provisions

Independent Contractor. Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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