Business Document W24-38

Business Document W24-38

Parties and Recitals

This General Business Agreement ("Agreement") is made effective as of between:

Client Name:

Contractor Name:

WHEREAS, Client desires to retain Contractor to perform certain services described herein; and

WHEREAS, Contractor represents that it has the experience, personnel and resources necessary to perform the services in a professional manner; and

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:

Scope of Work

Contractor shall perform the services described below in accordance with the terms of this Agreement.

Payment Terms

Client agrees to pay Contractor the fees and expenses set forth below in exchange for the services rendered under this Agreement.

Unpaid amounts shall bear interest at a rate of percent per month (or the maximum permitted by law, if lower), plus reasonable collection costs.

All fees are exclusive of taxes. Client shall be responsible for any sales, use, value-added or similar taxes imposed on the payments to Contractor, unless Contractor provides a valid exemption certificate.

Term and Termination

This Agreement shall commence on and shall terminate on unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party upon written notice and a thirty (30) day opportunity to cure, unless otherwise specified in writing. Termination for convenience by Client requires the notice period specified above and payment for all work performed through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to those employees or permitted subcontractors who need access to perform the obligations under this Agreement and who are bound by confidentiality obligations; and (c) use Confidential Information only for the purposes of performing under this Agreement.

Confidential Information does not include information that: (i) is or becomes public other than by breach of this Agreement; (ii) was in the receiving party's possession prior to disclosure as demonstrated by written records; (iii) is independently developed by the receiving party without reference to Confidential Information; or (iv) is required to be disclosed by law or a court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any available protective measure.

A breach of this confidentiality provision may cause irreparable harm for which monetary damages would be an inadequate remedy; accordingly, the non-breaching party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

Governing Law; Miscellaneous

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

Contractor is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. Contractor shall be responsible for all taxes arising from payments made under this Agreement and for complying with all applicable laws in the performance of services.

Indemnification

Each party shall indemnify and hold harmless the other party and its affiliates, officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Entire Agreement

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

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