Miscellaneous CSA Copy

MISCELLANEOUS CSA COPY — GENERAL BUSINESS AGREEMENT

Parties and Effective Date

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

WHEREAS Recitals

WHEREAS, Client desires to engage Service Provider to perform certain services as described herein and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services, payment arrangements, confidentiality obligations, and other business terms be reduced to this written Agreement to govern their relationship; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Service Provider will perform the services described below (the Services). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the following terms.

Payments are due within days of invoice unless otherwise agreed in writing. All invoices shall reference the applicable milestone or deliverable.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client is also responsible for reasonable collection costs incurred by Service Provider.

Term and Termination

This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in connection with the Services, whether in oral, written, electronic or other form, including business plans, pricing, technical data, customer information, and proprietary processes. Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party, (b) was rightfully in the Receiving Party's possession prior to disclosure, or (c) is rightfully received from a third party without restriction.

The Receiving Party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall be liable for any unauthorized disclosure by its representatives.

Notwithstanding the foregoing, either party may disclose Confidential Information as required by law, regulation, or court order, provided the party required to disclose provides prompt written notice to the Disclosing Party (to the extent legally permitted) and cooperates reasonably to limit disclosure or obtain confidential treatment.

Representations, Warranties and Compliance

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement and that performance will not violate any agreement with a third party. Service Provider represents that Services will be performed in a professional manner consistent with applicable industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OTHER WARRANTIES ARE DISCLAIMED.

Limitation of Liability

Except for breaches of confidentiality or indemnifiable third-party claims, in no event will either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, and aggregate liability for any claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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 conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, either party may pursue any remedy available at law or in equity.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments referenced herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail to the addresses set forth above or to such other address as either party may designate in writing.

Execution and Authority

Each individual signing this Agreement on behalf of a party represents and warrants that they are duly authorized to execute and deliver this Agreement on behalf of such party and that this Agreement is binding upon such party in accordance with its terms.

Sign Now