Miscellaneous Carthage Document

Miscellaneous Carthage Document — General Business Agreement

This General Business Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain services described herein and Service Provider represents that it has the qualifications, experience, and ability to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which the services will be provided, compensation will be paid, and confidential information will be protected.

Parties and Contact Information

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties agree that the Scope of Work set forth in this section defines the services to be provided and any material change shall be subject to written amendment signed by both parties.

Payment Terms

In consideration for the services to be performed, Client shall pay Service Provider the amounts set forth below according to the schedule described. All monetary amounts are in lawful currency.

Payment is due within days of Client's receipt of a correct invoice. Overdue amounts shall bear interest at the lesser of (i) the rate of percent per month, or (ii) the maximum rate permitted by applicable law. In addition to interest, Service Provider may assess a one-time administrative late fee of for invoices unpaid after the stated due date.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party no fewer than prior to the intended termination date. Either party may terminate for material breach by the other party if such breach is not cured within thirty (30) days of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and commitments made prior to the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing. Receiving party shall (i) protect 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) use Confidential Information solely for the performance of this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

The obligations of confidentiality shall survive termination of this Agreement for a period of following the date of termination, except with respect to trade secrets which shall remain protected for so long as they meet the definition of a trade secret under applicable law.

Representations; Indemnification

Each party represents and warrants that it has the full right, power, and authority to enter into and perform under this Agreement. Service Provider agrees to indemnify, defend and hold harmless Client from and against any third-party claims arising from Service Provider's breach of this Agreement or negligent acts or omissions in the performance of the services, subject to the limitations and exclusions set forth herein.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to 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 and understandings, whether written or oral. No amendment or modification shall be binding unless made 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 remainder of the Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets so long as the assignee assumes Service Provider's obligations hereunder.

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