Business Document Summera Asad

Business Document Summera Asad

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

Parties

Recitals

WHEREAS, Provider is engaged in the business of providing professional goods and services and represents that it has the skill, personnel and resources to perform the services set forth herein; and

WHEREAS, Client desires to retain Provider to perform services on the terms and conditions contained in this Agreement, and Provider agrees to perform such services for Client;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

Scope of Work

Provider will perform the services and deliverables described below. The parties acknowledge that all services will be provided in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Provider for the services performed as follows:

All payments are due in lawful currency and are exclusive of taxes. Client shall be responsible for applicable sales, use or other taxes imposed on the transactions under this Agreement, excluding taxes based on Provider's net income.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause by providing the other party with days' prior written notice.

Either party may terminate immediately for material breach if the breaching party fails to cure the breach within a commercially reasonable time after receipt of written notice specifying the breach.

Confidentiality

Each party (Recipient) shall protect and hold in confidence all non-public, confidential or proprietary information disclosed by the other party (Discloser) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of Recipient; (b) was in Recipient's possession prior to receipt from Discloser; (c) is rightfully received by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent compelled by law, provided Recipient gives Discloser prompt written notice and cooperates in any lawful effort to limit such disclosure.

Warranties and Liability

Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. Except for the foregoing warranty, services are provided "AS IS" and Provider disclaims all other warranties, express or implied. Neither party shall be liable for indirect, incidental, special or consequential damages. Provider's aggregate liability for direct damages arising out of this Agreement shall not exceed the amount paid by Client to Provider under this Agreement during the preceding six (6) months.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that jurisdiction for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Assignment

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business or assets without Client's consent, provided that the assignee assumes Provider's obligations hereunder.

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 notice in writing. Notices shall be deemed given upon personal delivery, one (1) business day after delivery to a reputable overnight courier, or three (3) business days after deposit in the U.S. mail, first-class postage prepaid.

Counterparts and Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be binding as originals.

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