Miscellaneous Document Three Wars

MISCELLANEOUS DOCUMENT THREE WARS

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

WHEREAS

WHEREAS, Party A is engaged in the business of developing and coordinating the Three Wars initiative and possesses certain expertise and resources necessary to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform such services under the terms and conditions set forth in this Agreement and Party A agrees to provide such services on the terms contained herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. Scope of Work

Party A shall perform the services and deliverables described below (the Services). Party A shall perform the Services in a professional manner consistent with industry standards and in accordance with any schedule agreed by the parties.

2. Payment Terms

As consideration for the Services, Party B shall pay Party A the amounts and according to the schedule set forth below. All sums are payable in lawful currency of the United States unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at a rate of % per month, compounded monthly, or the maximum rate permitted by applicable law if lower. In addition, the non-paying party shall be responsible for all reasonable costs of collection, including attorneys' fees.

3. Term and Termination

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

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 immediately for material breach by the other party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

For the purposes of this Agreement, Confidential Information means non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that, given the nature of the information or the circumstances surrounding disclosure, reasonably should be understood to be confidential. The receiving party shall: (a) hold the Confidential Information in strict confidence and exercise at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use the Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted herein.

Confidentiality obligations shall continue for a period of years from the date of disclosure, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law. The obligations in this Section shall not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is received from a third party without breach of an obligation of confidentiality; or (iii) is independently developed without use of the Confidential Information.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

6. Representations; Authority

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing this Agreement on behalf of each party is authorized to bind that party.

7. Remedies; Injunctive Relief

The receiving party acknowledges that a breach of Section 4 (Confidentiality) may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the disclosing party shall be entitled to seek injunctive relief to prevent or curtail any such breach.

8. Entire Agreement; Amendment

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

9. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at their notice addresses set forth above or at such other address as a party may specify in writing. Notices shall be deemed given when delivered by hand, by nationally recognized overnight courier, by certified mail return receipt requested, or by email only if receipt is acknowledged in writing.

The parties agree that the headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

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