Business Document Spring Street

BUSINESS DOCUMENT SPRING STREET

This General Business Agreement (the Agreement) is entered into as of between:

WHEREAS

WHEREAS, Business Name provides certain professional services and solutions in connection with commercial operations located at or related to Spring Street; and

WHEREAS, Counterparty desires to obtain the services described herein and Business Name agrees to provide such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Business Name shall perform the services and deliverables described below. The parties acknowledge that the description identifies the essential tasks, deliverables, and performance standards applicable to the engagement.

PAYMENT TERMS

Compensation for services rendered under this Agreement shall be as follows. All amounts are payable in United States dollars unless otherwise agreed in writing.

Payments shall be due within days of invoice. Late payments shall accrue interest as described below.

If any payment is not made when due, Business Name may suspend performance after providing written notice and a reasonable opportunity to cure. Customer shall also reimburse Business Name for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach.

Termination shall not relieve either party of obligations incurred prior to termination, including payment for services performed and reimbursable expenses.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally, in writing or by inspection, 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 expressly includes pricing, technical data, business and marketing plans, and customer details.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations hereunder; (b) restrict disclosure to its employees, agents, and contractors having a legitimate need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was known to the Receiving Party prior to receipt from the Disclosing Party; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Equitable Relief: The parties agree that breach of this confidentiality obligation may cause irreparable harm for which monetary damages would be an inadequate remedy and that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies at law or in equity.

GOVERNING LAW; 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 laws principles. The parties shall use good faith efforts to resolve disputes through negotiation. If the parties are unable to resolve a dispute within sixty (60) days, either party may pursue any remedies available at law or in equity.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, special, incidental, punitive, or exemplary damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total fees paid by Counterparty to Business Name under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, 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 oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing signed by duly authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier, to the addresses set forth above or to such other address as a party may specify by written notice to the other.

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