Business Umbrella Document

BUSINESS UMBRELLA DOCUMENT

Parties

Recitals

WHEREAS, on or about , Party A and Party B desire to set forth terms governing umbrella business coordination, joint activities, and administrative arrangements;

WHEREAS, Party A possesses business operations, resources, or contractual relationships that are complementary to Party B's operations, and the parties intend to define a framework under which certain activities, services, or obligations may be coordinated for mutual benefit;

WHEREAS, the parties intend that this Business Umbrella Document shall govern the relationship, allocation of responsibilities, and financial arrangements described herein, subject to the specific project statements or task orders executed under this umbrella agreement.

Scope of Work

Payment Terms

Unless otherwise specified in a task order executed under this umbrella agreement, Party B shall pay Party A for services performed in accordance with the following base compensation terms.

Invoices are due within days of receipt unless a different timing is specified in an applicable task order. All payments shall be in United States dollars unless otherwise agreed in writing.

Term and Termination

This Agreement commences on the Start Date of and shall continue until the End Date of , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for cause may be effected immediately upon written notice if the non‑breaching party has provided the breaching party with written notice and the breaching party fails to cure the breach within a commercially reasonable period not to exceed 30 days.

Confidentiality

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non‑public business, technical, financial or other proprietary information disclosed in any form. Each receiving party shall: (a) protect such Confidential Information using the same degree of care it uses with its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as required by law or as expressly permitted by this Agreement. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was lawfully in the receiving party's possession without restriction prior to receipt; or (iii) is independently developed without use of or reference to the disclosing party's Confidential Information.

Warranties; Limitation of Liability

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE PRIOR TWELVE MONTHS.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall first attempt to resolve disputes in good faith through escalation between senior executives. If the dispute is not resolved within 30 days, the parties agree that the dispute shall be resolved by binding arbitration in accordance with commercially reasonable arbitration procedures mutually agreed at the time of the dispute.

Assignment and Subcontracting

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets provided the assignee assumes the assigning party's obligations under this Agreement in writing.

Entire Agreement

This Agreement, together with any executed task orders or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may specify in writing. Notice is effective upon receipt if delivered personally, by certified mail, or by reputable overnight courier.

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