Business Document Ruud

Business Document Ruud — General Business Agreement

Parties and Recitals

This General Business Agreement ("Agreement") is made effective as of by and between (hereinafter "Party A") and (hereinafter "Party B").

WHEREAS, Party A has expertise and capacity to provide the goods and services described in this Agreement; and

WHEREAS, Party B desires to engage Party A to provide such goods and services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties agree as follows:

1. Scope of Work

Party A shall perform the services and deliverables described below in a professional and workmanlike manner, consistent with industry standards. Party A shall comply with all applicable laws and regulations in the performance of this Agreement.

2. Payment Terms

In consideration for the services rendered by Party A, Party B shall pay Party A as set forth below. All amounts are stated in U.S. dollars unless otherwise specified. Unless explicitly set forth as non-refundable, amounts paid are non-refundable except as otherwise required by law.

Payments shall be due within days of invoicing, unless otherwise agreed in writing. Invoices will be submitted by Party A upon completion of the applicable milestone or on a monthly basis as described above.

Amounts unpaid after the due date shall accrue interest at a rate of % per month (or the maximum permitted by law, if less). In addition, Party B shall be responsible for all reasonable collection costs, including attorneys' fees.

3. Term and Termination

The term of this Agreement shall commence on and shall terminate on unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach. Termination shall not relieve Party B of its obligation to pay for services performed and expenses incurred prior to termination.

4. 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"). Confidential Information shall not include information that is (a) publicly known through no fault of the Receiving Party, (b) already rightfully known by the Receiving Party at the time of disclosure, or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the purposes of performing under this Agreement and shall protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information as requested in writing.

5. Representations and Warranties; Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from a party's gross negligence or willful misconduct, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, and the aggregate liability of either party arising out of or related to this Agreement shall not exceed the total amount paid or payable to Party A under this Agreement during the six (6) months preceding the event giving rise to liability.

6. Notices

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above (or such other address as a party may designate by notice).

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties are unable to resolve the dispute within thirty (30) days, either party may pursue any remedies available at law or in equity in the courts located in the specified governing jurisdiction.

8. Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether oral or written. No amendment or modification to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. 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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