Business Forge Document

BUSINESS FORGE DOCUMENT

This General Business Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Parties

Recitals

WHEREAS, the Company is engaged in the business of developing, marketing, and selling commercial products and requires certain professional services to complete discrete projects; and

WHEREAS, the Contractor represents that it possesses the experience, skill, and personnel necessary to perform the services described in this Agreement and is willing to provide such services to the Company under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows:

Scope of Work

The Contractor shall perform the services, provide deliverables, and meet milestones as described below. The Contractor shall perform services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

The Company shall pay the Contractor for services performed as follows. Payment shall be contingent upon the Contractor's satisfactory completion of the applicable deliverables and submission of an itemized invoice in accordance with this Agreement.

Invoices shall be payable within days of receipt unless otherwise specified. Overdue amounts shall bear interest at the lesser of (a) the rate of or (b) the maximum rate permitted by applicable law. The Contractor is responsible for all taxes arising from payments under this Agreement, other than taxes based on the Company's net income.

Term and Termination

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

Either Party may terminate this Agreement for convenience by providing written notice to the other Party at least days prior to the intended termination date. Either Party may also terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each Party (the Receiving Party) shall hold in confidence and shall not use or disclose to any third party any confidential or proprietary information of the other Party (the Disclosing Party) disclosed in connection with this Agreement, except as necessary to perform its obligations under this Agreement or as required by law. Confidential information includes, but is not limited to, trade secrets, technical data, pricing, customer information, business plans, and other non-public information designated as confidential or that reasonably should be understood to be confidential.

The obligation of confidentiality shall continue for a period of following termination or expiration of this Agreement, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in writing, all work product, inventions, designs, materials, documentation, and deliverables developed by the Contractor specifically for the Company under this Agreement (collectively, the Deliverables) shall be deemed work made for hire and shall be the exclusive property of the Company. To the extent any Deliverables are not work made for hire, the Contractor hereby assigns and agrees to assign to the Company all right, title and interest in such Deliverables worldwide and shall execute all documents reasonably necessary to effectuate such assignment.

Representations; Compliance

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and performance of this Agreement will not violate any agreement to which it is a party or any applicable law, regulation, or order.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, or a breach of the confidentiality or intellectual property provisions of this Agreement, in no event shall either Party be liable to the other for consequential, incidental, indirect, punitive, or special damages, and each Party's aggregate liability arising out of or related to this Agreement shall not exceed the amount actually paid by the Company to the Contractor under this Agreement in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation between senior representatives of the Parties. If such negotiation fails to resolve the dispute within thirty (30) days, the Parties shall submit to binding arbitration in accordance with commercially reasonable arbitration procedures, unless the Parties mutually agree in writing to litigation.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses listed in the Parties section above or to such other address as a Party may designate by written notice. Notices shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after mailing by certified mail, return receipt requested.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and executed by authorized representatives of both Parties.

Severability and Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either Party to enforce any provision shall not constitute a waiver of that provision or the right to enforce it in the future.

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