Business Services Elcon

Business Services Elcon — General Business Agreement

This General Business Agreement ("Agreement") is made effective as of by and between Service Provider: and Client: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, and operational support and has the expertise and capacity to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

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

1. SCOPE OF WORK

Service Provider shall perform the services described below in a professional and timely manner consistent with industry standards. Service Provider will furnish all labor, materials, equipment, and supervision necessary to complete the services unless otherwise stated.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. Fees are exclusive of taxes unless otherwise stated.

Invoices shall be submitted by Service Provider according to the Payment Schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Amounts not paid when due shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower), plus reasonable costs of collection.

3. TERM AND TERMINATION

This Agreement commences on Start Date and continues until End Date unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a Party to the other Party in any 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. Each Party agrees to: (a) hold Confidential Information of the other Party in strict confidence; (b) use Confidential Information solely for the purposes of performing obligations under this Agreement; and (c) restrict disclosure of Confidential Information to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was known to the receiving Party prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except for trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

5. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each Party represents and warrants that it has the authority to enter into this Agreement and perform its obligations hereunder. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct in connection with this Agreement, subject to applicable limits and defenses under law.

6. LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, each Party's aggregate liability to the other for any claim arising under this Agreement shall not exceed the total fees actually paid to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both Parties.

9. NOTICES

Notices shall be in writing and deemed given when delivered personally, sent by certified mail, or sent by nationally recognized overnight courier to the addresses set forth above or such other address as a Party may designate in writing.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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