Business Document Romane

BUSINESS DOCUMENT ROMANE

This General Business Agreement ("Agreement") is entered into as of Effective Date: , by and between:

RECITALS

WHEREAS, Client desires to obtain certain business services from Provider and Provider is willing to provide such services on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend for Provider to perform the services described in this Agreement in a professional manner consistent with industry standards and for Client to compensate Provider in accordance with the Payment Terms herein;

WHEREAS, the parties desire to memorialize their respective rights and obligations with respect to the services, payment, confidentiality, and other matters set forth below.

SCOPE OF WORK

Provider shall perform the work and deliverables described in the following scope. The parties acknowledge that the description below constitutes the complete statement of Provider’s obligations unless amended in writing and signed by both parties.

PAYMENT TERMS

Client shall pay Provider compensation for the services performed in accordance with the following terms:

Payments are due as set forth above. Amounts not paid when due shall accrue interest at the rate set forth in the Late Payment Fee field and Client shall be responsible for reasonable collection costs, including legal fees, if collection is required.

Bank transfer Check Card / Electronic payment

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by one party to the other that is designated as confidential or that reasonable persons would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) publicly available through no fault of the receiving party, (b) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (c) rightfully obtained by the receiving party from a third party not under an obligation of confidentiality.

The receiving party shall (i) protect and preserve the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable standard of care; (ii) use Confidential Information solely for performance under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for dispute resolution unless the parties mutually agree in writing to an alternative forum.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted by this Agreement shall be in writing and shall be delivered to the addresses set forth in this Agreement or to such other address as either party may designate by notice to the other in accordance with this Section. Notices are effective upon receipt.

MISCELLANEOUS

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 successor in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations under this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will not be affected and the invalid or unenforceable provision will be replaced with a valid and enforceable provision that most closely reflects the parties’ original intent.

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