Business Master Contract

Business Master Contract

This Business Master Contract (the "Agreement") is entered into as of by and between the parties identified below.

Parties

WHEREAS

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

WHEREAS, the parties intend for this Agreement to establish the general terms governing the business relationship, including the scope of work, payment terms, confidentiality, and dispute resolution procedures.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Work

Service Provider shall perform the services and deliverables described below. Services will be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Company shall pay Service Provider the compensation described below in United States Dollars in consideration for the services rendered under this Agreement. All amounts payable hereunder are exclusive of taxes, which shall be the responsibility of the party required by applicable law to pay such taxes.

Upfront payment    Payment by milestones    Monthly installments    Upon invoice

Overdue amounts shall accrue interest at the rate provided above, calculated monthly from the date payment was due until paid in full. In addition to interest, the Company shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider to collect overdue amounts.

Term and Termination

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

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 30 days after receipt of written notice specifying the breach, or immediately upon insolvency, bankruptcy filing, or appointment of a receiver for the other party.

Upon termination, Company shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive such termination, including confidentiality, indemnification, and payment obligations.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that, by its nature, a reasonable person would understand to be confidential, including business plans, trade secrets, financial data, customer lists, pricing, software, and technical information.

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

Confidential Information does not include information that (i) is or becomes publicly known through no breach by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure as shown by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices to Company

Notices to Service Provider

Miscellaneous Provisions

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets upon written notice to the other party.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the parties' original intent.

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