Business Document Tudor Document

DOCUMENT NAME

This General Business Agreement (the "Agreement") is entered into as of by and between the parties set forth below.

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing goods and services and desires to retain Party B to perform certain services on the terms set forth herein;

WHEREAS, Party B represents that it has the professional capability, personnel and resources to perform the services described in this Agreement and will perform such services in a professional and workmanlike manner;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services pursuant to the terms and conditions of this Agreement.

Scope of Work

Party B shall perform the services and deliverables described below. All work must conform to the specifications and timelines set forth herein and in any attached exhibits.

Payment Terms

Compensation to Party B for the services described in this Agreement shall be as set forth below. Payment is subject to receipt of an invoice containing reasonable detail of services rendered.

Late payments shall incur a late fee of or interest at the lesser of (whichever is greater), calculated monthly on any unpaid balance from the due date until paid in full. Party B may suspend work upon written notice if payments are more than days overdue.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for fifteen (15) days after receipt of written notice specifying the breach. Termination does not relieve the parties of payment obligations for services rendered prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all nonpublic, proprietary or confidential information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such Confidential Information except as necessary to perform obligations under this Agreement. Confidential Information excludes information that (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates with reasonable efforts to limit disclosure.

The obligations under this confidentiality provision shall survive termination of this Agreement for years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Representations, Indemnity and Insurance

Each party represents that it has the authority to enter into this Agreement. Party B shall indemnify, defend and hold harmless Party A from and against third-party claims arising out of Party B's negligence or willful misconduct in performing the services. Party B shall maintain commercially reasonable insurance coverage appropriate to the scope of services and provide evidence of such insurance upon request.

Governing Law

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 submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under or in connection with this Agreement.

Entire Agreement; Amendment

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, understandings, negotiations and discussions, whether oral or written. No amendment or waiver 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 a party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control of the assigning party. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices 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 written notice. Notices are effective upon receipt.

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