Business RECI Copy

BUSINESS RECI COPY

This Business RECI Copy General Business Agreement (the "Agreement") is entered into effective as of by and between:

RECITALS

WHEREAS, Client seeks to procure services relating to business operations, record exchange, and commercial information (collectively, the "Services"), and Provider has the necessary expertise, personnel, and capacity to perform such Services on the terms set forth herein;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the Services and Client will compensate Provider, and to memorialize each party's obligations with respect to confidentiality, payment, and termination;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Any modifications to the Scope of Work must be made in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

Invoices shall be submitted in writing to the paying party and are due within days of receipt, unless otherwise agreed. Late payments shall incur interest at a rate of on the outstanding balance, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower.

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 providing written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in 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. Confidential Information excludes information that (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was known to the receiving party without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) limit disclosure of Confidential Information to employees, contractors, or agents who have a need to know and who are bound by obligations of confidentiality no less protective than this section. The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

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 courts located in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or 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, communications and understandings, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between them. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

Indemnification: Each party agrees to indemnify, defend, and hold harmless the other party from and against claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in the performance of this Agreement.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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