Business Services SAILAU

Business Services SAILAU

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

RECITALS

WHEREAS, Service Provider represents that it possesses the professional skills, expertise and resources necessary to provide the business services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider agrees to provide such services to Client; and

WHEREAS, the parties intend for this Agreement to define the scope of services, payment, confidentiality obligations and other terms governing their relationship.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider a fee of (currency: ) for the services described herein.

Invoices shall be submitted by Service Provider to Client in accordance with the billing schedule above and are payable within days of receipt unless otherwise agreed in writing.

Late Payments: Any unpaid amount shall accrue interest at the rate of per month (or the maximum permitted by applicable law), plus reasonable collection costs, or a flat late fee of , whichever is greater.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Agreement.

Termination: Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses reasonably incurred through the effective date of termination. Sections relating to confidentiality, indemnification, limitation of liability and governing law shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") whether disclosed orally, in writing or electronically, 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, including business plans, customer lists, pricing, technical data and deliverables.

Obligations: The Receiving Party shall (i) maintain the confidentiality of the Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except to employees, contractors or agents who need to know for the purposes of performing under this Agreement and who are bound by confidentiality obligations at least as protective as those herein; and (iii) not use Confidential Information for any purpose other than the performance of its obligations under this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure without confidentiality obligations; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations set forth in this section shall remain in effect for a period of three (3) years following the termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue for as long as such information qualifies as a trade secret under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for any indirect, incidental, special or consequential damages, including lost profits. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Any dispute arising under or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in that jurisdiction.

ENTIRE AGREEMENT

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

NOTICES

MISCELLANEOUS PROVISIONS

Independent Contractor: Service Provider shall perform the services as an independent contractor and not as an employee, partner or joint venturer of Client. Service Provider shall be responsible for all taxes and withholdings arising from compensation paid under this Agreement.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign its rights to receive payments.

Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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