Business DT Document

Business DT Document

This General Business Agreement ("Agreement") is entered into as of Month: Day: Year: (the "Effective Date"), by and between:

Recitals

WHEREAS, Party A is engaged in the business of providing certain goods and services and represents that it has the qualifications, experience and ability to perform the services described in this Agreement; and

WHEREAS, Party B desires to engage Party A on the terms and conditions set forth herein to perform the services described below and Party A is willing to perform such services for Party B in accordance with the terms of this Agreement.

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

1. Scope of Work

Party A shall perform the services and deliverables described below in a professional and timely manner consistent with industry standards. The services to be provided, milestones, deliverables and acceptance criteria shall be as follows:

2. Payment Terms

In consideration for the satisfactory performance of the Scope of Work, Party B will pay Party A as set forth below.

Late payments not disputed in good faith shall bear interest at the lesser of (a) the rate of per month or (b) the maximum rate permitted by law. Party A may suspend performance if payment is more than days overdue after written notice.

3. Term and Termination

This Agreement shall commence on the Start Date set forth below and shall continue until the End Date, unless earlier terminated in accordance with this section.

Start Date — Month: Day: Year:

End Date — Month: Day: Year:

Either party may terminate this Agreement for convenience upon furnishing written notice to the other party not less than days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of days after written notice specifying the breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence using no less than reasonable care; (b) not disclose Confidential Information to any third party except as required to perform the Scope of Work and only under obligations of confidentiality at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that (i) is or becomes generally known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other's Confidential Information; or (iv) is required to be disclosed by law, regulation, or valid order of a court or governmental authority, provided the receiving party gives prompt notice to the disclosing party to permit a protective order or other remedy. Confidentiality obligations survive termination for years.

5. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of its material obligations under this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The total aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amounts paid or payable by Party B to Party A under this Agreement in the twelve (12) months preceding the claim.

6. Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as a party may specify by notice in accordance with this section. Notices are effective upon (a) personal delivery, (b) one business day after deposit with a nationally recognized overnight courier, or (c) three business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

7. Governing Law

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

8. Entire Agreement; Amendment

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and no agency, partnership, joint venture or employment relationship is created by this Agreement. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor by way of merger or sale of substantially all assets.

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