Business Document Schiller Park

BUSINESS DOCUMENT SCHILLER PARK

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

RECITALS

WHEREAS, Client operates a business in or around Schiller Park and requires certain professional services, and

WHEREAS, Service Provider represents that it has the expertise and capacity to provide the services described herein, and

WHEREAS, the parties desire to set forth their respective duties, payment terms, and other material terms in this Agreement.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. The scope may be amended only by a written change order signed by authorized representatives of both parties.

PAYMENT TERMS

As consideration for the services, Client shall pay Service Provider in accordance with the terms below.

All payments shall be made in lawful currency. If Client disputes any invoiced amount in good faith, Client shall notify Service Provider within ten (10) days of receipt of the invoice, and the parties shall attempt to resolve the dispute in good faith. Service Provider may suspend performance for undisputed past due amounts thirty (30) days after written notice of nonpayment.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral or written, 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 does not include information that: (a) was already known to the recipient without restriction at the time of disclosure; (b) becomes publicly known through no fault of the recipient; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the recipient without use of the discloser's Confidential Information.

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

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 conflict of law principles. The parties agree to attempt to resolve disputes through good faith negotiations prior to initiating litigation. If litigation is necessary, the parties consent to the exclusive jurisdiction and venue of the courts located in the aforementioned state.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and will be effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party's obligations hereunder.

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