Business Document Tots Inc

GENERAL BUSINESS AGREEMENT

This General Business Agreement (the Agreement) is entered into as of (Effective Date) by and between Business Document Tots Inc, a corporation duly organized and existing under the laws of the state identified below, with its principal place of business at (Company), and (Client). Company and Client are each a Party and together the Parties.

WHEREAS

WHEREAS, Company is engaged in the business of providing business document preparation, consulting, and related services; and

WHEREAS, Client desires to engage Company to perform certain services described in this Agreement and Company agrees to perform such services under the terms and conditions set forth herein.

WHEREAS, the Parties intend by this Agreement to set forth the terms governing the Parties' rights and obligations with respect to the services, deliverables, payment and confidentiality.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Company the total contract amount of USD, payable in accordance with the schedule below.

Invoices will be issued by Company upon completion of each invoiceable milestone. Payments are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Company in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date of and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date of or until completion of the Scope of Work, whichever occurs later.

Either Party may terminate this Agreement for convenience upon written notice delivered to the other Party at least days prior to the effective date of termination. 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

For purposes of this Agreement, Confidential Information means non-public information disclosed by one Party to the other Party, whether oral, written, electronic or other form, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Each Party shall: (a) hold Confidential Information of the other Party in strict confidence; (b) not disclose such Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use the Confidential Information only to perform its obligations under this Agreement.

Confidential Information does not include information that is: (i) already known to the receiving Party without obligation of confidentiality; (ii) generally known in the public domain through no wrongful act of the receiving Party; (iii) rightfully received from a third party without restriction; or (iv) independently developed by the receiving Party without use of the disclosing Party’s Confidential Information. Upon termination or expiration of this Agreement, each Party shall promptly return or destroy the Confidential Information of the other Party, except to the extent retention is required by law, in which case the information shall remain subject to these confidentiality obligations.

INTELLECTUAL PROPERTY; LICENSE

Unless otherwise agreed in writing, Company retains all right, title and interest in any pre-existing materials, tools, templates, methodologies and know-how used or developed by Company in providing the services. Subject to Client’s timely payment of all amounts due, Company grants Client a non-exclusive, non-transferable license to use the deliverables provided under this Agreement solely for Client's internal business purposes. Any modifications, derivative works, or custom developments shall be owned as set forth in a separate written agreement if applicable.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party’s gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from a Party’s gross negligence, willful misconduct or indemnification obligations, in no event shall either Party's aggregate liability under this Agreement exceed the total amount paid to Company by Client under this Agreement in the twelve (12) months preceding the claim.

ASSIGNMENT; AMENDMENT

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

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 conflict of laws principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the Parties may pursue any remedy available at law or equity in the courts located in the specified governing jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments hereto and any statements of work or purchase orders incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. Notices under this Agreement shall be in writing and delivered to the addresses set forth below or as otherwise designated in writing.

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