Business Highport Document

BUSINESS HIGHPORT DOCUMENT

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing specialized business services and solutions and possesses personnel, systems, and expertise relevant to Party B's objectives; and

WHEREAS, Party B desires to retain Party A to perform certain services described in this Business Highport Document and Party A is willing to perform such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Effective Date

Effective Date:

Scope of Work

Party A shall provide the services and deliverables described below. Party A will perform all work in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Compensation: Party B shall pay Party A the total compensation set forth below in consideration for the performance of the Scope of Work.

Late Payments: Any undisputed amount not paid within days after the invoice due date shall accrue interest at a rate of per month (or the maximum rate permitted by law, if less). Party B shall also reimburse Party A for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party given at least days prior to the effective date of termination. Termination shall not relieve Party B of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including business plans, processes, technical data, trade secrets, pricing, customer lists, and other proprietary information, whether disclosed orally, visually, or in writing.

Non-Disclosure Obligations: Each party shall (a) hold Confidential Information of the other party in strict confidence, (b) use such Confidential Information solely for the purposes of performing under this Agreement, and (c) not disclose such 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 herein. The obligations in this Section shall survive termination 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.

Exceptions: Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, court order, or governmental authority, provided the receiving party gives prompt written notice to the disclosing party and cooperates to seek a protective order or other appropriate remedy.

Representations and Warranties; Liability

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, AND ALL IMPLIED WARRANTIES (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of the Confidentiality provisions, neither party shall be liable to the other for consequential, incidental, special, exemplary, or punitive damages, and each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total amounts actually paid by Party B to Party A under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the contact information set forth below, or to such other address as the receiving party designates in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its choice-of-law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration under the arbitration rules mutually agreed by the parties; if the parties do not agree on rules within ten (10) days, the dispute shall be resolved by final and binding arbitration administered in the jurisdiction specified above.

Entire Agreement; Amendment

This Agreement (including any exhibits and attachments) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

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 either party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all of its assets, or acquisition of control, provided that the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held to be invalid or unenforceable under applicable law, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a replacement provision that achieves the original intent as closely as possible.

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