Business Document Version 1

Business Document Version 1

Parties

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

Recitals

WHEREAS, Client Name: seeks to engage the Service Provider to perform certain business services described herein;

WHEREAS, Service Provider Name: represents that it has the expertise, personnel, and resources necessary to perform the services on the terms set forth in this Agreement;

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the performance of such services and payment therefor.

Scope of Work

The Service Provider will perform the services described above in a professional manner consistent with industry standards. Any material changes to the Scope of Work must be set forth in a written amendment signed by both Parties prior to commencement of the changed work.

Payment Terms

All payments are due in United States Dollars unless otherwise agreed in writing. Client shall pay undisputed invoices within the time specified above. Interest on undisputed past-due amounts shall accrue at the rate specified in the Late Payment Fee provision. Disputes regarding invoice items must be raised in writing within ten (10) days of receipt of the invoice and shall not excuse payment of undisputed amounts.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for cause if the other Party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either Party of obligations accrued prior to the effective date of termination.

Confidentiality

Each Party (the "Receiving Party") acknowledges that it may receive Confidential Information of the other Party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted in writing, and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the Receiving Party; (ii) was in the Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

Independent Contractor; Insurance

The Service Provider is an independent contractor and not an employee, agent, or partner of the Client. The Service Provider shall be solely responsible for its employees, subcontractors, and for payment of all employment-related taxes and benefits. The Service Provider shall maintain insurance appropriate to the scope of work and shall provide evidence of such insurance upon reasonable request.

Indemnification and 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, willful misconduct, or material breach of this Agreement. Except for liability resulting from a Party’s gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable for consequential, incidental, or punitive damages. The aggregate liability of either Party for any claim arising out of or relating to this Agreement shall not exceed the total amount actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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 conflicts of law principles. The Parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If unresolved, disputes shall be resolved by binding arbitration administered in accordance with the Parties' agreement in writing.

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, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

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 written notice to the other Party. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the United States mail (certified or registered), or one (1) day after dispatch by overnight courier.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The Parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality obligations and agree that injunctive relief shall be an appropriate remedy. The headings in this Agreement are for convenience only and shall not affect interpretation.

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