Business Document Solugen Document

Business Document Solugen Document

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (Client) and Provider Name: (Provider). Client and Provider are each a Party and collectively the Parties.

WHEREAS

WHEREAS, Client is engaged in commercial operations and desires to procure certain services and deliverables related to Client's business activities; and

WHEREAS, Provider represents that it has the experience, personnel and expertise to perform the services described in this Agreement and is willing to perform such services on the terms set forth herein; and

WHEREAS, the Parties desire to set forth the terms and conditions governing Provider's performance of services for Client.

Scope of Work

Provider shall perform the services and deliver the work products described below in accordance with the standards of care customarily exercised by professionals performing similar services.

Payment Terms

Client shall pay Provider for the performance of the Scope of Work in accordance with the following payment terms. All amounts are stated in U.S. dollars unless otherwise indicated.

Provider shall submit invoices in sufficient detail to permit Client to verify charges. Client may withhold amounts reasonably disputed in good faith, provided Client promptly notifies Provider of the dispute and pays any undisputed portion in accordance with the terms above. Payments made under this Agreement are exclusive of taxes; the Party required by applicable law to collect taxes shall separately invoice such amounts.

Term and Termination

This Agreement shall commence on Start Date: and, unless earlier terminated pursuant to this Agreement, shall continue until End Date: .

Either Party may terminate this Agreement for convenience upon providing written notice no fewer than days' prior notice to the other Party. Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver any completed work products and Client shall pay Provider for services performed and reimbursable expenses incurred through the effective date of termination, subject to any set-offs permitted by law or this Agreement.

Confidentiality

For the purposes of this Agreement, Confidential Information means nonpublic information disclosed by a Disclosing Party to a Receiving Party that, at the time of disclosure, is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

The obligations in this Confidentiality section shall survive termination or expiration of this Agreement for the period specified above and for any longer period required by applicable law for trade secrets.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to conflict of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction for all disputes arising out of or relating to this Agreement.

Indemnity and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct in connection with performance of this Agreement. Except for liability arising from a Party's gross negligence, willful misconduct or breach of confidentiality, neither Party shall be liable for incidental, consequential or punitive damages. The aggregate liability of either Party for claims arising out of this Agreement shall not exceed the total amount actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Entire Agreement

This Agreement, including all exhibits and schedules attached hereto and any written change orders 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, representations and understandings, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

Miscellaneous

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 remainder of this Agreement shall remain in full force and effect. Notices under this Agreement shall be given in writing to the addresses provided by the Parties and shall be effective upon receipt.

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