Business GTE Version

BUSINESS GTE VERSION AGREEMENT

Parties

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

and Service Provider Name:

Recitals

WHEREAS, Client requires certain goods and/or services in connection with its business operations; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and capacity to perform the services described in this Agreement on the terms set forth herein; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to such services.

Scope of Work

Service Provider shall perform the services and/or deliver the goods described below. The description constitutes the primary scope and measurable deliverables.

Payment Terms

Client shall pay Service Provider the fees and expenses described below in consideration for the services rendered under this Agreement.

All payments shall be made in lawful currency of the United States unless otherwise agreed in writing. Client is responsible for withholding taxes only as required by law. Disputed items shall be raised in writing within the invoice term; undisputed amounts remain due and payable.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least Notice Period: days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach, or immediately for bankruptcy or insolvency of the other party.

Confidentiality

Each party (the "Recipient") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Discloser") except as required to perform under this Agreement. "Confidential Information" means non-public, proprietary information disclosed in any form that is designated as confidential or which a reasonable person would understand to be confidential under the circumstances.

The obligations in this section shall not apply to information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the Recipient without reference to the Discloser's Confidential Information. Recipient may disclose Confidential Information to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

The confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations and Warranties

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform this Agreement and that its execution and performance will not violate any other agreement or legal obligation.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third‑party claims arising from the indemnifying party's gross negligence or willful misconduct in performance of this Agreement. Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of each party for direct damages shall not exceed the total amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules.

The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives who have authority to settle the controversy. If the dispute is not resolved by negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments if any, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations 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

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 this Agreement without the prior written consent of the other, except to a successor in interest to all or substantially all of its business related to this Agreement.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands it and agrees to be bound by its terms. The persons signing below represent and warrant that they are authorized to bind the respective parties.

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