Business Interactive Document

BUSINESS INTERACTIVE DOCUMENT

This General Business Agreement (the "Agreement") is entered into as of Effective Date: between Company Name: and Service Provider Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Company desires to engage Service Provider to perform certain services described in this Agreement and Service Provider has the skill and capacity to perform such services under the terms set forth herein.

WHEREAS, the Parties intend that Service Provider will perform the services described under the Scope of Work in a professional manner in accordance with industry standards, and Company will compensate Service Provider as set forth under Payment Terms.

WHEREAS, the Parties desire to define their rights and obligations with respect to the services, payment, confidentiality, and related matters.

SCOPE OF WORK

Service Provider shall provide the services, deliverables, milestones and acceptance criteria as set forth below. Service Provider shall perform the services using qualified personnel and in accordance with applicable laws and industry standards.

PAYMENT TERMS

Company shall pay Service Provider the fees and expenses described below in U.S. dollars unless otherwise agreed in writing. All fees are exclusive of taxes which shall be the responsibility of the Party required by law to pay such taxes.

If Company disputes any portion of an invoice in good faith, Company shall provide written notice of the disputed amount and reason within ten (10) days of receipt; undisputed amounts shall remain payable in accordance with the invoice terms.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered not less than Notice Period (days): prior to the intended termination date. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each Party (the "Recipient") shall hold in confidence and shall not disclose to any third party any Confidential Information disclosed by the other Party (the "Discloser") except as necessary to perform obligations under this Agreement. Confidential Information includes business plans, technical information, designs, and non-public financial information but excludes information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was rightfully known to Recipient prior to disclosure by Discloser; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser’s Confidential Information.

The confidentiality obligations set forth in this section shall survive termination of this Agreement for Confidential Duration (years): years.

INDEMNIFICATION; LIMITATION OF LIABILITY

Service Provider shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any third party claims, liabilities, damages and expenses arising out of Service Provider's gross negligence or willful misconduct in performing the services. Company shall indemnify Service Provider for claims arising from Company's gross negligence or willful misconduct.

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither Party's aggregate liability under this Agreement shall exceed the total fees paid or payable to Service Provider under this Agreement in the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflict of laws principles. The Parties shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved in the state or federal courts located within the chosen governing state.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt.

MISCELLANEOUS PROVISIONS

Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control upon notice to the other Party.

Amendment; Waiver. This Agreement may be amended only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, provided the affected Party gives prompt written notice to the other Party and uses commercially reasonable efforts to resume performance.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ENTIRE AGREEMENT

This Agreement, together with any attachments and schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

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