Business Services Praga

BUSINESS SERVICES PRAGA - GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is entered into as of Effective Date: between Service Provider: , address: and Client Name: , address: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business, consulting, and operational services, and possesses the personnel, qualifications and expertise to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services on the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services for Client in accordance with the terms of this Agreement.

WHEREAS, the parties agree that the scope, compensation and other material terms are set forth below and that this Agreement constitutes the entire understanding between the parties.

SCOPE OF WORK

Service Provider shall perform the services described below (collectively, the "Services"). The Services shall be performed in a professional manner consistent with industry standards. Changes to the Scope of Work must be agreed in writing by both parties and may affect fees and schedule.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise stated, Client shall remit payment within days of receipt of each invoice. Late payments shall accrue interest at % per month (or the maximum permitted by law, if less), and Client shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within 15 days after written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether disclosed orally or in writing, that is designated as confidential or that a reasonable person would understand to be confidential. Receiving Party shall (i) maintain Confidential Information in strict confidence, (ii) not use Confidential Information except to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to third parties except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Receiving Party shall promptly return or destroy all Confidential Information upon termination or upon written request of Disclosing Party.

Confidentiality obligations shall survive termination for a period of three (3) years from disclosure; provided, however, that trade secrets and proprietary materials shall remain protected for as long as they qualify as trade secrets under applicable law.

Mutual confidentiality One-way confidentiality (Provider to Client)

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of that party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the chosen jurisdiction, unless the parties mutually agree to litigation for injunctive relief or to enforce intellectual property rights.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor entity in connection with a merger or sale of substantially all its assets. Notices shall be delivered to the addresses provided above unless updated in writing.

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