Business Exc BW Document

Business Exc BW Document

Parties

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

Sole Proprietor LLC Corporation

Sole Proprietor LLC Corporation

Recitals

WHEREAS, Client desires to obtain certain business services relating to the Business Exc BW scope described below; and

WHEREAS, Provider possesses experience, personnel, and resources necessary to perform the services and is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the provision of those services in a single integrated Agreement.

Scope of Work

Provider shall perform the services, deliverables, and other obligations described below. The Scope of Work may be amended only by mutual written agreement executed by authorized representatives of both parties.

Payment Terms

In consideration for Provider's performance, Client shall pay Provider in accordance with the terms set forth below. All payments shall be made in United States Dollars unless otherwise agreed in writing.

If any undisputed amount owed by Client is not paid within days after the due date, Client shall pay interest at the rate of on the overdue balance, plus reasonable costs of collection.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date unless earlier terminated in accordance with this Section.

Effective Date:    End Date:

Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Immediate termination may occur upon material breach that remains uncured for 30 days following written notice of such breach or upon insolvency or appointment of a receiver for a party.

Confidentiality

Each party (the "Receiving Party") shall maintain the confidentiality of all non-public information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, including but not limited to business plans, financial information, trade secrets, customer lists, and technical data ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or order of a court of competent jurisdiction, provided that the Receiving Party gives prompt written notice to allow the Disclosing Party to seek protective measures.

Intellectual Property

Unless otherwise agreed in writing, all materials, deliverables, and work product created by Provider specifically for Client under this Agreement shall be considered "Work Product" and ownership shall vest in Client upon full payment of amounts due. Provider shall retain ownership of its pre-existing know-how, tools, templates and general skills. Provider grants Client a nonexclusive, royalty-free license to any Provider-owned pre-existing materials incorporated into the Work Product to the extent necessary for Client's use of the Work Product.

Representations & Warranties; Indemnification

Each party represents that it has the right and authority to enter into this Agreement. Provider represents that the services will be performed in a professional and workmanlike manner consistent with industry standards. Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, subject to the indemnified party's compliance with any notice and mitigation obligations set forth herein.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendment

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

Miscellaneous Provisions

No waiver of any term or condition of this Agreement will be deemed a waiver of any subsequent breach. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all its assets.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice.

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