Miscellaneous Document Martha

MISCELLANEOUS DOCUMENT MARTHA

Parties and Recitals

This General Business Agreement (the Agreement) is entered into as of by and between (Client) and (Service Provider).

WHEREAS, Client desires to engage Service Provider to perform certain services as set forth herein; and

WHEREAS, 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 and compensated.

Scope of Work

Service Provider shall provide the services and deliverables described below in a professional and workmanlike manner consistent with industry standards.

Payment Terms

As full compensation for the services performed, Client shall pay Service Provider in accordance with the schedule and amounts set forth below. All amounts are due in U.S. dollars unless otherwise agreed in writing.

Any undisputed amount not paid within days after the invoice due date shall accrue interest at the lesser of per month or the maximum rate permitted by applicable law. In addition, Service Provider may suspend performance if undisputed payments remain delinquent for more than days after written notice.

Unless otherwise specified, the Total Contract Amount does not include taxes. Client shall be responsible for all sales, use, value-added, and other taxes imposed on payments hereunder, excluding taxes based on Service Provider's net income.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. In the event of termination for convenience, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receiving written notice specifying the nature of the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by either 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. Confidential Information includes but is not limited to business processes, pricing, customer lists, technical data, and trade secrets.

The receiving party shall: (a) use Confidential Information only for the performance of this Agreement; (b) restrict disclosure of Confidential Information to employees, agents, or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was within the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the other party's Confidential Information.

Upon termination of this Agreement or upon written request, the receiving party shall return or destroy Confidential Information and certify in writing the return or destruction, except to the extent retention is required by law or for archival purposes where access is restricted.

Representations and Warranties; Liability

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement, regardless of the theory of liability, except for liability resulting from gross negligence, willful misconduct, or breach of confidentiality obligations. The aggregate liability of either party for direct damages shall be limited to the amounts actually paid under this Agreement during the twelve (12) month period 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 its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation between senior representatives. If negotiation fails, the parties agree that any unresolved controversy or claim shall be resolved by binding arbitration in the county of the Service Provider's principal place of business, conducted under the applicable arbitration rules, and judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

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

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the address provided by each party. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic and legal effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

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