International INT Program

International INT Program General Business Agreement

Parties

Recitals

WHEREAS, Client wishes to engage Provider to manage and operate the International INT Program as described in this Agreement; and

WHEREAS, Provider represents that it possesses the professional expertise, personnel, and resources necessary to design, implement, and administer the International INT Program on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions that will govern their contractual relationship effective as of Effective Date: .

Scope of Work

Provider shall deliver program management services for the International INT Program, which shall include program design, participant recruitment and onboarding, training curriculum development, international compliance review, ongoing program administration, reporting, and any additional deliverables expressly agreed in writing by the parties. The specific deliverables, milestones, and acceptance criteria are described below and constitute material obligations of Provider.

Payment Terms

Client shall pay Provider for services performed under this Agreement in accordance with the following terms. Fees are exclusive of any applicable taxes unless otherwise stated.

All invoices are due within days of receipt. Late payments shall accrue interest at a rate of percent per month, or the maximum rate permitted by law, whichever is less, measured from the invoice due date until paid. Client shall also reimburse Provider for any reasonable costs of collection, including attorney fees, if payment is not made when due.

Term and Termination

This Agreement shall commence on Start Date: and continue in full force until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all completed deliverables and all work in progress for which Client has paid, and Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall return or, at Client's direction, securely destroy all Client Confidential Information (as defined below) in Provider's possession.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving 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 includes, without limitation, business plans, participant data, financial information, technical information, proprietary software, and trade secrets.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) was received by the Receiving Party without restriction from a third party having the right to disclose; or (iv) is independently developed by the Receiving Party without the use of Confidential Information.

If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party prompt written notice to allow the Disclosing Party to seek protective relief or other appropriate remedy, and shall disclose only that portion of the Confidential Information that is legally required and shall use reasonable efforts to obtain confidential treatment for any disclosed Confidential Information.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration held in the governing state, unless the parties mutually agree in writing to litigate in a court of competent jurisdiction.

Entire Agreement; Miscellaneous

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, and understandings, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the mail, postage prepaid.

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