Business NTV Document

Business NTV Document — General Business Agreement

This General Business Agreement (the Agreement) is entered into as of by and between (hereinafter "Client") and (hereinafter "Provider"). Client and Provider are collectively referred to as the Parties.

WHEREAS

WHEREAS, Client operates a business engaged in commercial activities and requires services to effectuate certain business tasks; and

WHEREAS, Provider represents that it has the skill, experience and professional capacity to provide the services described herein and is willing to provide such services to Client under the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services to be provided and associated business terms.

Parties and Contact Information

Scope of Work

Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. Specific tasks, deliverables, milestones and acceptance criteria are to be set forth by the Parties in the field below.

Payment Terms

In consideration for the Services, Client shall pay Provider the fees set forth below in accordance with the payment schedule. All fees are exclusive of taxes unless otherwise stated.

Term and Termination

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

Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. Either Party may terminate immediately for cause if the other Party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each Party (the Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party (the Disclosing Party) except as required by law or as necessary to perform under this Agreement. "Confidential Information" means non-public information disclosed in any form, including business plans, financial information, trade secrets, technical and operational information. Confidential Information does not include information that: (i) was already known to the Receiving Party without restriction at the time of disclosure; (ii) becomes generally known through no fault of the Receiving Party; or (iii) is rightfully received from a third party without breach of an obligation of confidentiality.

Upon termination or expiration of this Agreement, the Receiving Party will promptly return or certify destruction of all materials containing Confidential Information, except for one archival copy retained solely for compliance and recordkeeping purposes.

Mutual confidentiality applies
One-way confidentiality (Provider bound, Client disclosing)

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail, or overnight courier, and will be effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

Entire Agreement

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

Miscellaneous Provisions

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 in control. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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