Business Grae Miller Document

Business Grae Miller Document

Parties and Effective Date

This General Business Agreement (the "Agreement") is entered into as of between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services as described herein; and

WHEREAS, Client desires to retain Service Provider to perform the services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the complete understanding and agreement between them with respect to the subject matter hereof.

Scope of Work

Service Provider shall perform the services described below and in any attachments executed by the parties. The services shall include deliverables, milestones, and acceptance criteria as described by the parties.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the performance of the services. All fees are exclusive of applicable taxes unless otherwise stated.

All payments are due within days of invoice unless otherwise agreed in writing. Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the services.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of liability for fees incurred up to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, 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 excludes information that: (a) is or becomes generally known to the public through no breach of this Agreement; (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 or valid order of a court or regulatory authority, provided the receiving party gives prompt notice and cooperates to limit disclosure.

The receiving party shall: (i) use Confidential Information solely for the performance or enforcement of this Agreement; (ii) take reasonable measures to protect the confidentiality of such information, but in no event less than a reasonable degree of care; 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 no less protective than those herein.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) 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.

Representations and Warranties; Limitation of Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, ALL SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between executives with authority to settle. If the dispute is not resolved within 30 days, the parties may pursue any rights available at law or equity in the courts of the selected state.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments executed by the parties, 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 shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a change of control. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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