Business Document Valleyview

BUSINESS DOCUMENT VALLEYVIEW

This General Business Agreement (the "Agreement") is made effective as of between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires certain services in connection with the project known as Valleyview and desires to engage Service Provider to perform those services under the terms set forth in this Agreement;

WHEREAS, Service Provider represents that it possesses the requisite skill, experience, and personnel to perform the services described herein and agrees to perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, compensation, term, confidentiality, and governing law applicable to the engagement.

Scope of Work

Service Provider will perform the services described below (the "Services"). Service Provider shall provide all labor, materials, equipment, and supervision necessary to complete the Services in accordance with the terms of this Agreement. Services will be performed at the locations and within the schedule agreed between the parties.

Payment Terms

Compensation for the Services shall be as follows. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Any undisputed past-due amount shall accrue interest at % per month (or the maximum permitted by applicable law, if lower). In addition, Service Provider may suspend performance for amounts overdue more than days after written notice.

All payments shall be due within the number of days set forth above following receipt of a proper invoice. Client shall be responsible for any sales, use or other taxes applicable to the Services unless Client provides Service Provider with a valid tax exemption certificate.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination for insolvency, bankruptcy, or cessation of business shall be effective immediately upon written notice.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential, including business plans, technical data, pricing, and customer information.

The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (iii) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that (a) is or becomes publicly available through no breach by the Receiving Party, (b) is rightfully received from a third party without restriction, (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (d) is required to be disclosed by law, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates in any lawful attempt to limit disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement; Miscellaneous

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

Neither party may assign this Agreement without the prior written consent of the other party, provided that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets. The waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

Representations and Warranties; Indemnification

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards. Client shall indemnify and hold Service Provider harmless from claims, losses, and expenses arising from Client's misuse of deliverables or Client-provided materials. Service Provider shall indemnify Client against claims arising from Service Provider's gross negligence or willful misconduct.

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