Miscellaneous DESA CAF��

Miscellaneous DESA CAF��

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: (hereafter "Provider") and Client Name: (hereafter "Client"). Provider Address:

Recitals (Whereas)

WHEREAS, Provider is engaged in the business of providing professional services, including consulting, technical assistance, and deliverables specifically identified in this Agreement; and

WHEREAS, Client desires to retain Provider to perform certain services and Provider agrees to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the terms, responsibilities, payment obligations and other provisions governing the parties' relationship with respect to the services described below.

Scope of Work

Provider shall perform the services described below and deliver the specified deliverables in accordance with the schedule and specifications agreed by the parties. Provider shall exercise commercially reasonable skill, care and diligence in performing the services.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the performance of the services. Fees are exclusive of applicable taxes unless otherwise stated.

Payment Due Within: days of invoice receipt. Acceptable payment method:

Late Payment Fee: If any undisputed invoice is not paid within the period described above, Client shall pay interest on the overdue amount at the rate of or a flat late fee of , whichever is greater.

Term and Termination

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

Either party may terminate this Agreement without cause upon written notice to the other party at least days prior to the effective termination date.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing 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"). The Receiving Party shall not disclose Confidential Information to any third party and shall use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is rightfully received by the Receiving Party from a third party without restriction; (c) was known to the Receiving Party prior to disclosure by the Disclosing Party; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party as requested.

The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of .

Representations, Warranties and Remedies

Provider represents and warrants that it will perform services in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Client's sole and exclusive remedy for breach of this Agreement shall be limited to the refund of fees paid to Provider for the portion of the services directly affected by the breach, except where applicable law requires otherwise.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: , without regard to conflict of law rules. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the dispute shall be resolved by binding arbitration in the selected jurisdiction unless the parties mutually agree in writing to pursue other forum options.

Entire Agreement; Amendments

This Agreement, together with any attachments and accepted statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all of its assets or equity. Notices: All notices under this Agreement shall be in writing and shall be delivered to the contact information set forth below.

Acknowledgement

The undersigned authorized representatives of the parties acknowledge that they have read and understood this Agreement and agree to be bound by its terms as of the Effective Date set forth above.

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