Business First National Documents

Business First National Documents

This General Business Agreement (the "Agreement") is made and entered into as of the Effective Date set forth below by and between the parties identified hereunder.

Parties

Recitals

WHEREAS, Business First National is engaged in the business of providing business management, documentation, and advisory services and maintains specialized forms, procedures and standards for business transactions; and

WHEREAS, Counterparty desires to retain Business First National to perform the services described in this Agreement under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their entire agreement regarding the subject matter hereof.

Scope of Work

Deliverables schedule and acceptance criteria:

Payment Terms

Payments to be made to:

Late payment: Interest at % per month on overdue balances, plus a one-time administrative late fee of after a grace period of days.

Term and Termination

Term Commencement Date: . Term End Date (if any): .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure within 30 days after receipt of written notice of breach.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party to the other, whether in written, oral or electronic form, including business terms, pricing, financial data, processes, trade secrets, client lists and technical information, but excluding information that (i) is or becomes publicly known other than by breach of this Agreement, (ii) is received from a third party without restriction and without breach of any obligation to the disclosing party, or (iii) is independently developed without use of the disclosing party's Confidential Information.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (c) restrict disclosure to employees, agents or contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Receiving party shall be liable for breaches by its permitted recipients.

Duration: Confidentiality obligations survive termination of this Agreement for years, except with respect to trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of a party's gross negligence, willful misconduct, or material breach of this Agreement. Neither party shall be liable for indirect, incidental, consequential or punitive damages except for damages arising from a party's breach of confidentiality or willful misconduct. Aggregate liability under this Agreement shall not exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim.

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 rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any disputes arising under this Agreement.

Entire Agreement; Amendment

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

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. If any provision is found invalid, the remaining provisions shall continue in full force and effect.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or such other address as a party may designate in writing.

Authority: Each signatory below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party they represent.

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