Business Kyr Document

BUSINESS KYR DOCUMENT

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

RECITALS

WHEREAS, Client desires to retain Provider to perform certain business services and Provider has the experience, personnel and capability to perform such services under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth in writing the scope, compensation, confidentiality obligations, term and other material terms governing the relationship between them.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services described below. Provider shall perform such services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider for the services performed in accordance with the terms below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted to Client in accordance with the schedule above and are due and payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of per month (or the maximum rate permitted by law, if lower), calculated daily from the due date until paid in full.

Unless otherwise expressly stated, Client is responsible for all reasonable expenses pre-approved in writing. Provider shall maintain financial records supporting invoices for a period of not less than three years and shall make such records available to Client upon reasonable request.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that by its nature would reasonably be understood to be confidential.

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

Confidential Information does not include information that: (i) becomes publicly known other than through a breach of this Agreement; (ii) is lawfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without reference to Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates with the Disclosing Party to seek protective measures.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has done so, except that one archival copy may be retained solely for legal, regulatory or tax purposes in encrypted form.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict-of-law principles. The parties agree to seek resolution of disputes in good faith through negotiation; if unresolved within sixty (60) days, either party may pursue any available legal or equitable remedies.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous oral and written agreements, proposals and communications. No amendment is effective unless in writing and signed by both parties.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment or fiduciary relationship between the parties.

Indemnification: Each party shall indemnify and hold harmless the other from and against claims, liabilities, losses and expenses arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent.

ACKNOWLEDGMENT

The undersigned each represent and warrant that they are duly authorized to execute and deliver this Agreement on behalf of the party they represent and that this Agreement is binding upon such party in accordance with its terms.

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