Miscellaneous Document Rio Maule

Miscellaneous Document Rio Maule

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

Parties

Client Name:

Contractor Name:

WHEREAS

WHEREAS, Client desires to retain Contractor to perform certain services in or related to the Rio Maule project area as set forth in this Agreement; and

WHEREAS, Contractor represents that it has the qualifications, experience and ability to perform the services described herein and agrees to perform such services in accordance with the terms of this Agreement.

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

1. Scope of Work

Contractor shall perform the services described below and any related tasks reasonably necessary to accomplish the services. Contractor shall perform all work in a professional manner consistent with industry standards.

2. Payment Terms

As full compensation for the services performed under this Agreement, Client shall pay Contractor the amounts specified below in accordance with the payment schedule. All amounts are in lawful currency.

Payment shall be due within days of Client's receipt of Contractor's undisputed invoice, unless otherwise stated in the Payment Schedule.

Late Payment: 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. In addition, Client shall reimburse Contractor for reasonable collection costs, including attorneys' fees.

3. Term and Termination

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

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Termination shall not affect rights or obligations accrued prior to termination; obligations that by their nature survive termination shall survive, including payment, confidentiality, indemnity and warranty obligations.

4. Confidentiality

Each party acknowledges that in the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement or required by law. Obligations under this Section shall continue for years following termination or expiration of this Agreement.

5. Indemnification and Insurance

Contractor shall indemnify, defend and hold harmless Client from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from Contractor's negligent acts, omissions or willful misconduct in connection with the performance of services under this Agreement. Client shall provide Contractor prompt written notice of any claim for which indemnity is sought.

Each party shall maintain insurance of such kinds and in such amounts as are customary and reasonable for the services to be performed. Upon request, a party shall provide certificates evidencing coverage.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice of law principles that would result in the application of the laws of another jurisdiction. The parties submit to the exclusive jurisdiction of the competent courts of that jurisdiction for any dispute arising under or in connection with this Agreement.

7. Entire Agreement

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

No amendment or modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties.

8. Miscellaneous Provisions

Relationship of Parties: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship.

Assignment: Neither party may assign or transfer its rights or obligations 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 or sale of substantially all of its assets.

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