Business Formato

BUSINESS FORMATO

This General Business Agreement (the "Agreement") is made effective as of / / by and between:

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and deliverables described herein and possesses experience, personnel, and resources necessary to perform such services; and

WHEREAS, Party B desires to retain Party A to perform the services on the terms and conditions set forth in this Agreement, and Party A is willing to perform such services pursuant to the terms of this Agreement.

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

SCOPE OF WORK

Party A shall perform the services and deliver the work product described below. The scope identified constitutes the core obligations of Party A; any additional services or changes shall be subject to a written change order signed by both parties.

PAYMENT TERMS

In consideration for the services performed under this Agreement, Party B shall pay Party A the fees set forth below in accordance with the schedule and conditions herein. All fees are payable in lawful currency and are exclusive of taxes unless otherwise stated.

All undisputed invoices not paid within the agreed payment period shall accrue interest as set forth above. Party B shall notify Party A in writing of any disputed amounts within ten (10) days of receipt of invoice; the parties shall act in good faith to resolve such disputes. Failure to provide written notice shall constitute acceptance of the invoice.

TERM AND TERMINATION

The term of this Agreement shall commence on / / and continue until / / unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate without cause upon days' prior written notice to the other party. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any nonpublic information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for the performance of its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Upon termination or written request, the Receiving Party shall return or destroy all Confidential Information and certify such return or destruction in writing.

The Receiving Party may disclose Confidential Information to the extent required by law or valid order of a court or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice to seek a protective order or other appropriate remedy. Irreparable harm would result from a breach of this confidentiality provision; therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies at law or equity.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that any action to enforce or interpret this Agreement shall be brought exclusively in the state or federal courts located within that state, and each party irrevocably submits to the jurisdiction of such courts.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, or expenses (including reasonable attorney fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

SEVERABILITY; ASSIGNMENT

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 its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, overnight courier, or email to a party's authorized representative, and shall be deemed given upon receipt.

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