Business Document Xodo

Business Document Xodo — General Business Agreement

Parties and Effective Date

This General Business Agreement (the Agreement) is entered into effective as of (Effective Date), by and between , a business organized at (Provider), and , a business organized at (Client).

Recitals

WHEREAS, Provider is engaged in the provision of commercial services and has represented that it has the skill, personnel, and resources required to perform the services described below; and

WHEREAS, Client desires to retain Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define their respective rights, duties and obligations with respect to the provision of those services.

Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards and in accordance with any milestones or deliverables agreed in writing. Any material change to the Scope of Work shall be made only by written amendment executed by authorized representatives of both parties.

Payment Terms

Invoices submitted by Provider shall be payable by Client within days of receipt unless otherwise stated in writing. All amounts are payable in lawful currency to:

Late payments shall accrue interest at the rate of on the unpaid balance, calculated monthly, or the maximum rate permitted by applicable law, whichever is lower. Client is responsible for all collection costs, including reasonable attorneys' fees, incurred by Provider to collect overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the number of days specified above. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any non-public, proprietary, or confidential information of the other party (the Disclosing Party) disclosed in connection with this Agreement. Confidential information does not include information that (i) was in the public domain at the time of disclosure, (ii) becomes publicly available through no fault of the Receiving Party, (iii) is rightfully received from a third party without a duty of confidentiality, or (iv) is independently developed without use of the Disclosing Party's confidential information. The Receiving Party shall use reasonable measures to protect confidential information and shall limit access to those employees or contractors with a need to know, provided that such persons are bound by confidentiality obligations no less protective than those in this Agreement.

Representations; Warranties; Liability

Each party represents and warrants that it has the power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

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 conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or related to this Agreement through negotiation. If the parties cannot resolve the dispute through negotiation within thirty (30) days, either party may seek resolution by binding arbitration or in the courts of the governing state as the parties may mutually agree 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 the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. The headings in this Agreement are for convenience only and shall not affect interpretation.

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