Business Knaul Document

Business Knaul Document

Parties

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

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business advisory and consulting services described herein, and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the performance of services, payment, confidentiality and other terms in a single binding agreement.

1. Scope of Work

Service Provider shall perform the services described below for Client in a professional manner and in accordance with generally accepted industry standards.

2. Payment Terms

Client shall pay Service Provider for services performed in accordance with this Section. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Unless otherwise stated in the Payment Schedule, Service Provider shall invoice Client upon completion of milestones. Client shall pay undisputed invoices within days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the effective date of termination. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other 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. Confidential Information includes, without limitation, business plans, financial data, client lists, trade secrets, and technical information.

The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information and no less than a reasonable degree of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets.

5. Representations and Warranties; Limitation of Liability

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY IN THE PRECEDING SENTENCE, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate by written notice in accordance with this Section. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail with postage prepaid, or one (1) day after deposit with a nationally recognized overnight delivery service.

7. 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 agree that any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation, and if unresolved, through binding arbitration conducted by a single arbitrator in the county of the governing law state, in accordance with the arbitration rules applicable at the time of the dispute.

8. Entire Agreement; Amendment

This Agreement, including any exhibits or schedules attached hereto, 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. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger or sale of all or substantially all of its assets.

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