Business Services Rivet

Business Services Rivet - General Business Agreement

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

Recitals

WHEREAS, Service Provider provides professional business services including consulting, process implementation, and technical advisory related to Client's operations; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement, and Service Provider agrees to perform such services under the terms and conditions set forth herein.

WHEREAS, the parties intend that the services and obligations described in this Agreement will be performed in a professional manner and in accordance with applicable law.

1. Scope of Work

Service Provider shall perform the services and deliverables set forth below. Deliverables, milestones and acceptance criteria shall be documented in writing and signed by both parties where required.

2. Payment Terms

In consideration for the services provided, Client shall pay Service Provider in accordance with the following terms.

All amounts payable under this Agreement are exclusive of applicable taxes. Client shall pay any sales, use, excise or other taxes imposed on the transactions contemplated by this Agreement, other than taxes based on Service Provider's net income.

3. Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. In addition, either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent or makes an assignment for the benefit of creditors.

Upon termination, Service Provider shall cease work and deliver to Client all completed work and work in progress. Client shall pay Service Provider for all work performed and reasonable expenses incurred through the effective date of termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party 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 is: (a) publicly known through no fault of the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law or court order (subject to advance notice where permitted).

The receiving party shall maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, and shall not use Confidential Information except to perform its obligations under this Agreement. Upon termination or upon request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools used in the performance of the services. Subject to Client's payment of all fees due, Service Provider assigns to Client all exclusive rights, title and interest in the final deliverables specifically created for Client under this Agreement. Service Provider may retain and use general skills, know-how, and non-confidential ideas learned or developed in the course of performance.

6. Representations, Warranties and Indemnification

Each party represents that it has the full right, power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER MAKES NO 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 willful misconduct or breach of this Agreement, subject to the indemnified party's cooperation and notice requirements.

7. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. 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.

9. Entire Agreement

This Agreement, together with any statements of work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

10. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices are effective upon receipt.

11. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership or joint venture relationship.

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