Business LEMARTEC Report

Business LEMARTEC Report

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

RECITALS

WHEREAS, Client conducts business activities described as and seeks analytical, operational and advisory services related to LEMARTEC operations and reporting; and

WHEREAS, Service Provider has represented that it possesses the expertise and capacity to perform the services described in this Agreement and will deliver a Business LEMARTEC Report detailing findings, recommendations, and any agreed deliverables; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform such services and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall perform the Scope of Work described below. The Scope of Work shall include, without limitation, data collection, analysis, preparation of the Business LEMARTEC Report, and presentation of findings to Client.

PAYMENT TERMS

As consideration for the services rendered under this Agreement, Client shall pay Service Provider in accordance with the following terms.

Invoices are due according to the Payment Schedule. Overdue amounts shall accrue interest at the Late Payment Fee rate specified above from the due date until paid in full. Client shall be responsible for reasonable collection costs, including attorneys' fees, if payment is not made when due.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party the notice set forth above. Either party may terminate immediately for material breach that remains uncured for a period of fifteen (15) days after written notice specifying the breach, or immediately for insolvency, bankruptcy filing, or unauthorized disclosure of Confidential Information.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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 information, technical data, trade secrets, client lists, methodologies, and the Business LEMARTEC Report prior to public release.

Each receiving party shall: (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party to allow protective action.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments 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. No modification, amendment, or waiver of any provision of this Agreement is effective unless in writing and signed by duly authorized representatives of both parties.

CERTIFICATION

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Each party further certifies that the information provided in this Business LEMARTEC Report engagement and related fields is true, complete and accurate to the best of its knowledge.

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