Business Document Rozmiarek

Business Document Rozmiarek

Parties and Effective Date

This General Business Agreement ("Agreement") is made and entered into as of (the "Effective Date"), by and between Provider (Party A): with principal place of business at

and Client (Party B): with principal place of business at

RECITALS

WHEREAS, Provider is engaged in the business of providing specialized business consulting, development, and advisory services and possesses the expertise, personnel, and resources to perform the services described below; and

WHEREAS, Client desires to retain Provider to perform certain services for Client on the terms and conditions set forth in this Agreement and Provider desires to provide such services to Client; and

WHEREAS, the parties intend that this Agreement set forth the full scope, compensation, confidentiality obligations, and other terms applicable to the relationship between Provider and Client.

Scope of Work

Provider shall provide the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration of Provider's performance of the Services, Client shall pay Provider as follows. All amounts are stated in U.S. dollars unless otherwise indicated.

All fees and expenses payable to Provider that are not expressly set forth as Client's obligation shall be borne by Provider. Client shall reimburse Provider for pre-approved out-of-pocket expenses in accordance with the Payment Schedule. In the event Client disputes any invoice in good faith, Client must provide written notice identifying the disputed items and the parties shall work in good faith to resolve the dispute; undisputed amounts shall remain payable when due.

Term and Termination

This Agreement shall commence on the Start Date and remain in effect until the End Date, unless earlier terminated in accordance with this Agreement.

Upon termination, Client shall pay Provider for Services performed and reimbursable expenses incurred through the effective date of termination. Termination shall be without prejudice to any other rights or remedies available at law or in equity.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or business information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes publicly known without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid subpoena, provided the receiving party gives prompt notice and cooperates with the disclosing party to seek protective relief.

The receiving party shall: (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) restrict access to Confidential Information to employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) safeguard Confidential Information with at least the same degree of care it uses to protect its own confidential information, not less than a reasonable standard of care. Breach of this confidentiality provision may cause irreparable harm for which monetary damages are inadequate and the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.

Representations and Warranties; Indemnity

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that Services will be provided in a professional manner consistent with industry standards. Except as expressly set forth herein, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. Client shall indemnify, defend, and hold harmless Provider from any third-party claims arising from Client materials, Client's use of the Services, or Client's breach of this Agreement. Provider shall indemnify Client for claims arising from Provider's gross negligence or willful misconduct in performance of Services.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability shall be limited to the total amount of fees actually paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If negotiation fails, the parties agree that disputes will be resolved by binding arbitration conducted in the county where the prevailing party maintains its principal place of business, subject to the rules of a recognized arbitration institution, and judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, or three (3) business days after deposit with a nationally recognized courier service, or upon confirmed electronic transmission to an authorized representative.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or to a purchaser of substantially all of its assets.

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