Business Document Vega

BUSINESS DOCUMENT VEGA

This Business Document Vega (the "Agreement") is entered into as of the Effective Date set forth below by and between:

Parties

Recitals

WHEREAS, Client is engaged in the business described by Client and desires to retain Contractor to perform certain services described herein; and

WHEREAS, Contractor represents that Contractor has the experience, qualifications, and personnel necessary to perform such services and is willing to perform the services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Contractor shall provide services and deliverables as described below. The scope of work shall include all tasks, deliverables, and milestones necessary to achieve the project objectives. Contractor shall perform the services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Contractor for the services rendered under this Agreement in accordance with the following terms.

All invoices are payable within the period set forth in the Payment Schedule. Client shall pay undisputed sums by the due date. If Client in good faith disputes an invoice, Client shall provide written notice specifying the dispute and shall pay any undisputed portion by the due date. Late payments shall accrue interest at the rate specified above and Contractor may suspend performance if payments are past due following written notice and a ten (10) day cure period.

3. 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 material breach by the other party if such breach is not cured within thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination, including reimbursable costs reasonably incurred by Contractor in winding down performance.

4. Confidentiality

Each party (the "Recipient") acknowledges that, during the term of this Agreement, it may receive or have access to Confidential Information of the other party (the "Discloser"). Confidential Information means non-public information disclosed by Discloser that is either designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall protect Confidential Information with at least the same degree of care Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was lawfully in Recipient's possession prior to disclosure; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

5. Warranties; Indemnification

Contractor warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of its representations, warranties, or obligations under this Agreement or from its negligent or willful acts or omissions.

6. Notices

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

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State specified below, without regard to its conflict of laws principles.

8. Entire Agreement; Amendments

This Agreement, together with any exhibits or 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 written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

9. Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Contractor may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

Acknowledgments

Each party represents and warrants that it has the power and authority to enter into this Agreement and that the person signing on its behalf is duly authorized to bind the party. Execution of this Agreement by electronic means shall be deemed an original signature for all purposes.

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