Business Services Kanabo

BUSINESS SERVICES KANABO — GENERAL BUSINESS AGREEMENT

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

Service Provider:    Address:

Client:    Address:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business consulting, operational support, and related services under the trade name Business Services Kanabo, and possesses the necessary expertise, personnel and facilities to perform the services described herein;

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

WHEREAS, the parties wish to define their respective rights and obligations with respect to the performance, compensation, confidentiality, and termination of the engagement.

1. SCOPE OF WORK

Service Provider shall provide the services described below in a professional and workmanlike manner consistent with industry standards. The specific deliverables, milestones, and performance standards are set forth in the description below and any attachments incorporated by reference.

2. PAYMENT TERMS

As consideration for the Services, Client shall pay Service Provider the fees and reimbursements described in this Section. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Service Provider shall submit invoices to Client. Payment is due within days of invoice receipt unless otherwise specified. Late payments shall accrue interest as set forth below.

Any undisputed amount not paid when due shall bear interest at the lesser of (a) percent per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until the completion of the Services or until the Termination Date, unless earlier terminated as provided below.

Effective Date:    Termination Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for Services rendered and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, customer lists, pricing, technical data, and trade secrets.

Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information to any third party except as permitted below; and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations do not apply to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is known to the receiving party prior to disclosure; (iii) is obtained from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party.

Upon termination or expiration of this Agreement, each party shall return or destroy the other party's Confidential Information and certify such destruction upon request.

5. LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special, punitive or exemplary damages. Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement or its negligent or willful acts.

6. TAXES AND EXPENSES

Client shall be responsible for all taxes (except taxes on Service Provider's income) and reasonable out-of-pocket expenses incurred by Service Provider in performing the Services, provided such expenses are pre-approved by Client in writing.

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 the courts located in the county specified below for any dispute arising under this Agreement.

County of:

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any attachments and applicable statements of work) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets.

Sign Now