Business Nation Document

Business Nation Document

This General Business Agreement (the Agreement) is entered into as of (the Effective Date) by and between the parties set forth below.

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing professional services and solutions, including but not limited to consulting, implementation, and support; and

WHEREAS, Party B desires to retain Party A to perform certain services on the terms and conditions set forth in this Agreement, and Party A is willing to perform such services for Party B; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

Scope of Work

Party A shall provide the services and deliverables described below. Party A will perform the services with professional skill and care in accordance with industry standards and the timelines set forth in this Agreement.

Payment Terms

In consideration for the Services, Party B shall pay Party A the amounts and according to the schedule set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted by Party A in accordance with the payment schedule. Payment is due within calendar days of invoice receipt. Overdue amounts shall accrue interest at the rate of percent per month (or the maximum lawful rate if lower). Party B shall also reimburse reasonable collection costs and attorneys' fees incurred by Party A to collect overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Party B shall pay Party A for all Services performed and reasonable non-cancellable obligations incurred through the effective date of termination. Termination shall not relieve either party of obligations that by their nature survive termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written, electronic or other form, 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.

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

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except as otherwise required by law. Confidential Information shall not include information that: (i) is or becomes public other than by breach of this Agreement; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is independently developed without use of the disclosing party’s Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Representations and Warranties; Liability

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Party A warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, punitive or special damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Party A under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law and 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 shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, the parties agree that disputes shall be resolved by binding arbitration in accordance with the rules applicable to commercial disputes, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

Assignment; Amendments; Notices

Neither party may assign 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. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice.

Entire Agreement

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Signatures

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