Business Hulls Template

Business Hulls Template

This General Business Agreement (the "Agreement") is entered into as of by and between the parties set forth below.

Parties

WHEREAS

WHEREAS, Party A is engaged in the business of designing, manufacturing, repairing and supplying hulls, components and related services (collectively, "Hulls Services"); and

WHEREAS, Party B desires to retain Party A to provide Hulls Services on the terms and conditions set forth in this Agreement, and Party A is willing to perform such services pursuant to the terms of this Agreement; and

WHEREAS, the parties intend that this Agreement define the scope, deliverables, compensation and the respective obligations of the parties in connection with the Hulls Services.

Scope of Work

Party A shall perform the work and provide the deliverables described below. Deliverables shall conform to the specifications and acceptance criteria set forth in this section and in any attached exhibits. Party A will perform work in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the services and deliverables described herein, Party B shall pay Party A the amounts and according to the schedule set forth below. Unless otherwise agreed in writing, all payments are due in United States dollars and are non-refundable once earned.

Late payments shall accrue interest at the lesser of (i) the maximum rate permitted by applicable law, or (ii) % per month, calculated on the unpaid balance, plus reasonable collection costs. Alternatively, parties may agree to a flat late fee of in lieu of interest.

Term and Termination

This Agreement shall commence on the Start Date and shall continue until the End Date, unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as expressly permitted by this Agreement. "Confidential Information" includes non-public technical, business and financial information, designs, drawings, pricing, manufacturing processes, and customer data, but does not include information that (i) is or becomes generally known to the public through no fault of the Receiving Party, (ii) was lawfully in the Receiving Party's possession prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the performance of this Agreement, shall take reasonable measures to protect the confidentiality of such information, and shall permit access only to employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those contained herein. Breach of this confidentiality provision shall entitle the Disclosing Party to injunctive relief in addition to any other available remedies.

Warranties; Limitation of Liability

Party A warrants that services shall be performed in a professional manner in accordance with applicable industry standards for a period of days following acceptance. Except as expressly set forth in this Agreement, all other warranties, express or implied, are disclaimed to the fullest extent permitted by law. Neither party shall be liable to the other for consequential, incidental or punitive damages, and each party's aggregate liability arising out of this Agreement shall not exceed the total amount paid by Party B to Party A under this Agreement.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement; Miscellaneous

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement to an affiliate or to a successor in connection with a merger or sale of substantially all of its assets.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the parties' intent.

Notices

All notices required or permitted 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. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three business days after being deposited in the mail, postage prepaid.

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