Business Redbud Document

BUSINESS REDBUD DOCUMENT

Parties

This Business Redbud Document (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Party A is engaged in the business of providing products and services related to Business Redbud operations and possesses expertise and resources relevant to the Scope of Work described below;

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

Scope of Work

Party A shall perform the services and deliverables described below in accordance with the standards of care and professional practice customary in the industry. The parties may attach or incorporate project-specific statements of work as needed into this Agreement.

Payment Terms

In consideration for the services performed under this Agreement, Party B shall pay Party A as set forth below. All payments are payable in U.S. Dollars unless otherwise agreed in writing.

If any undisputed amount due under this Agreement is not paid within days of the invoice due date, Party A may charge a late fee of percent per month on the outstanding balance, or a flat fee of , whichever is greater, until payment is made in full. Interest and fees permitted hereunder are cumulative and do not preclude Party A from exercising other remedies for nonpayment.

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 days' prior written notice to the other party. Either party may terminate this Agreement immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve either party of obligations incurred prior to the effective date of termination, including payment for services rendered.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public, proprietary, or business information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, technical data, trade secrets, know-how, marketing and business plans, customer lists, and pricing information.

The Receiving Party shall (a) protect and maintain the confidentiality of the Confidential Information using at least the same degree of care it uses to protect its own confidential information and in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) not use Confidential Information for any purpose other than the performance of this Agreement. The foregoing shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) is received from a third party without restriction and without breach of an obligation of confidentiality; (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 by a court or governmental order, provided the Receiving Party, to the extent permitted, gives prompt written notice to the Disclosing Party and cooperates in obtaining a protective order or other remedy.

The obligations of this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as such Confidential Information qualifies as a trade secret under applicable law. The parties acknowledge that monetary damages may be insufficient to remedy a breach and that the Disclosing Party is entitled to seek injunctive and other equitable relief without posting bond.

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 laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

Additional Provisions

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Party A may assign this Agreement to an affiliate or in connection with a sale of substantially all of its business or assets.

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