Lake Charles Business Document

LAKE CHARLES BUSINESS DOCUMENT

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

Parties

Recitals

WHEREAS, Client operates business activities in or around Lake Charles and seeks services described herein; and

WHEREAS, Contractor possesses experience, skills, and personnel necessary to perform the services set forth in this Agreement and agrees to provide such services to Client under the terms and conditions herein; and

WHEREAS, the parties desire to set forth the terms governing the engagement, payment, confidentiality, and other obligations.

Scope of Work

Contractor shall perform the services and deliverables described below. Contractor shall perform services in a professional manner consistent with industry standards and applicable law.

Payment Terms

Client shall pay Contractor the total contract amount of in accordance with the schedule below.

Invoices shall be issued by Contractor and are payable within days of receipt unless otherwise agreed in writing. Late payments shall incur a late fee equal to percent per month on the outstanding balance or the maximum permitted by law, whichever is less, together with costs of collection, including reasonable attorneys' fees.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to termination. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days after written notice.

Confidentiality

Each party shall maintain in confidence all proprietary or confidential information disclosed by the other party that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information excludes information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

The receiving party may disclose Confidential Information when compelled by law, provided it gives the disclosing party prompt notice and reasonable cooperation, and limits disclosure to the extent required.

Indemnification and Liability

Contractor shall indemnify, defend, and hold harmless Client and its officers, directors and employees from and against claims, losses, liabilities, damages, and costs arising out of Contractor’s negligence or willful misconduct in performing services under this Agreement. Client shall indemnify Contractor to the extent arising from Client’s negligence or willful misconduct.

Except for liability for a party’s indemnification obligations, gross negligence, or willful misconduct, neither party’s aggregate liability shall exceed the total amounts paid by Client to Contractor under this Agreement during the twelve (12) months preceding the claim.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other party.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Calcasieu Parish for the resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

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

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver of any breach shall not constitute a waiver of any subsequent breach. Each party represents that it has full power and authority to enter into this Agreement.

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