Line Sandoval Template

Line Sandoval Template — General Business Agreement

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

Recitals

WHEREAS, Client engages Contractor to perform the services described in this Agreement, and Contractor has the professional capability and agrees to provide such services under the terms set forth herein;

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other material terms governing their business relationship to avoid any ambiguity or dispute;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

Scope of Work

Contractor shall perform the services described below and any related tasks reasonably necessary for completion. The duties, deliverables, and acceptance criteria are set forth in the Scope of Work.

Payment Terms

Client shall pay Contractor the compensation described below in consideration for the services performed. All amounts are payable in lawful currency unless otherwise agreed in writing.

Contractor will submit invoices in accordance with the Payment Schedule. Client shall pay invoices within the number of days specified in the Payment Schedule. Disputed amounts must be raised in writing within ten (10) days of invoice receipt; undisputed portions remain payable.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other 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, technical data, pricing, and proprietary processes.

Each party agrees: (a) to hold Confidential Information in strict confidence and to use it only for the performance of this Agreement; (b) not to disclose Confidential Information to any third party except to its employees, affiliates, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) to take reasonable measures to protect confidentiality.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without confidentiality obligations; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party and cooperates in any lawful effort to limit the disclosure.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for any consequential, incidental, special, or punitive damages. The aggregate liability of either party for direct damages arising out of or relating to this Agreement shall not exceed the total amount paid by Client under this Agreement in the six (6) months preceding the event giving rise to liability.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties agree that jurisdiction and venue for any dispute arising under this Agreement shall be in the state and federal courts located within the selected jurisdiction.

Entire Agreement; Amendments

This Agreement, including all appendices and documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, such provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an affiliate or to a successor by merger or sale of substantially all assets. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above.

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