Business Document Whitefield

BUSINESS DOCUMENT WHITEFIELD

Parties and Effective Date

This General Business Agreement (the Agreement) is made effective as of (Effective Date), by and between:

Name:

Individual Corporation LLC Partnership

Name:

Individual Corporation LLC Partnership

Recitals

WHEREAS, Provider is engaged in the business of providing professional services and deliverables as set forth herein and possesses the skill, personnel, and means necessary to perform such services; and

WHEREAS, Client desires to engage Provider to perform services and provide deliverables in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties wish to reduce to writing the terms governing their relationship, including scope, payment, confidentiality, and termination.

Scope of Work

Provider shall perform the services and deliver the goods described below (collectively, the Services). Provider will perform the Services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Provider the fees for the Services as set forth below. All fees are due in U.S. dollars unless otherwise agreed in writing. Applicable taxes, duties, and withholding are Client's responsibility unless otherwise required by law.

If any undisputed invoice is not paid within days of receipt, a late fee of of the unpaid balance shall accrue monthly, or the maximum permitted by applicable law if lower.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice specifying the nature of the breach. Either party may also terminate immediately for insolvency, bankruptcy filing, or assignment for the benefit of creditors.

Termination shall not relieve Client of its obligation to pay for Services performed and non-cancellable commitments made prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing, technical data, and proprietary processes.

Each receiving party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to those employees, agents, or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective relief.

Upon termination or written request, the receiving party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing. Remedies at law for breach of confidentiality may be inadequate; accordingly, the disclosing party shall be entitled to injunctive relief in addition to any other remedies.

Representations; Warranties; Liability

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. Provider warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or recognized overnight courier, and will be effective upon receipt.

Governing Law; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of Provider's assets.

Amendment; Waiver: No amendment, modification, or waiver of this Agreement shall be effective unless in writing signed by both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

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 agreements, understandings, negotiations, and discussions, whether oral or written.

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