Business Hoagland Document

BUSINESS HOAGLAND DOCUMENT

Parties and Effective Date

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

WHEREAS

WHEREAS, Party A is engaged in the business of providing professional services and proprietary methodologies under the Hoagland business model; and

WHEREAS, Party B desires to retain Party A to provide services described in this Agreement, and Party A agrees to provide such services on the terms and conditions set forth herein.

WHEREAS, the parties intend by this Agreement to set forth the scope, payment terms, confidentiality obligations, and other material provisions governing their relationship.

Scope of Work

Party A shall provide the services and deliverables described below. The parties acknowledge that any change to scope shall be made only by mutual written amendment.

Payment Terms

As consideration for the services, Party B shall pay Party A in accordance with the following terms.

One-time payment    Milestone payments    Recurring / Monthly

If any undisputed amount is not paid when due, Party B shall pay a late fee of per month on the unpaid balance, computed daily and compounded monthly, or the maximum amount permitted by law, whichever is less.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Upon termination for convenience, Party B will pay Party A for all work performed and expenses reasonably incurred through the effective date of termination.

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 15 days after receipt of written notice specifying the breach. Termination for cause shall be in addition to any other remedies available at law or in equity.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own similar confidential information, but in no event less than a reasonable degree of care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is rightfully received from a third party without restriction on disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or regulation, provided it gives prompt notice to the Disclosing Party and cooperates to seek appropriate protective measures.

Representations and Warranties; Liability

Each party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations. Party A warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, and each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total amount actually paid by Party B to Party A under this Agreement during the twelve (12) months preceding the claim.

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 conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If the dispute cannot be resolved by negotiation within 30 days, either party may seek any available remedy in a court of competent jurisdiction in the selected state.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments specifically incorporated by reference, 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 of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein creates an agency, partnership, joint venture, or employment relationship.

Acknowledgment

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

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