Business HelloCo Document

BUSINESS HELLOCO DOCUMENT

Parties and Effective Date

This General Business Agreement (the Agreement) is entered into as of (Effective Date) between HelloCo, a company organized and existing under applicable law, with principal place of business at (HelloCo), and the other party identified below (Counterparty).

Recitals

WHEREAS, HelloCo provides business services, consulting, and product development and possesses the expertise and resources necessary to perform the services described in this Agreement;

WHEREAS, Counterparty desires to engage HelloCo to perform certain services and deliverables under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms under which HelloCo will perform services for Counterparty and Counterparty will compensate HelloCo.

Scope of Work

Payment Terms

Counterparty shall pay HelloCo for the services and deliverables as follows. All amounts are in U.S. dollars unless otherwise specified.

Late payments shall incur interest at the lesser of per month or the maximum rate permitted by applicable law. In addition, Counterparty shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for any reason upon written notice to the other party delivered no fewer than days prior to the effective date of termination. Written notice shall be delivered to the contact information set forth below.

Either party may 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

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees: (a) to hold Confidential Information of the other party in strict confidence; (b) not to use Confidential Information except to perform its obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, agents, or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was known to the receiving party prior to disclosure without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information if required by law, provided the receiving party gives prompt written notice to the disclosing party and cooperates to seek appropriate protective measures.

Representations and Warranties; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. HelloCo warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, HELLOCO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. HELLOCO'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY COUNTERPARTY TO HELLOCO UNDER THIS AGREEMENT DURING 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 the state of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties may pursue any remedies available at law or in equity.

Compliance with Laws

Each party shall comply with all applicable laws, rules, and regulations in the performance of its obligations under this Agreement, including data protection and export control laws. Neither party shall knowingly take any action that would cause the other to be in breach of applicable law.

Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that HelloCo may assign this Agreement without Counterparty's consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all of HelloCo's assets.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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. Notices shall be deemed given upon personal delivery, one (1) business day after delivery to a reputable overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is declared invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Headings are for convenience only and do not affect interpretation.

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