Miscellaneous DRI TRI 2024 Document

Miscellaneous DRI TRI 2024 Document

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

Recitals

WHEREAS, Party A is engaged in the planning and administration of services and deliverables associated with the DRI TRI 2024 initiative and possesses specialized expertise relevant to the project; and

WHEREAS, Party B desires to procure such services and deliverables from Party A upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective duties, compensation, confidentiality obligations and dispute resolution framework in a single, binding written agreement.

Scope of Work

Party A shall perform the services and provide the deliverables described below in a professional and workmanlike manner consistent with industry standards. Specific tasks, milestones and acceptance criteria shall be as follows:

Payment Terms

Compensation for the services described in this Agreement shall be as set forth below. All amounts are stated in U.S. dollars unless otherwise specified.

Invoices are due in accordance with the schedule above. Unless otherwise agreed in writing, payments not received within the specified due period shall be subject to a late fee as set forth below.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with written notice. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure the breach within fifteen (15) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other party, whether disclosed orally or in writing, 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, without limitation, business plans, technical data, trade secrets, pricing, customer lists and project materials related to DRI TRI 2024.

The 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 to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. The foregoing obligations shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law or by a court of competent jurisdiction, provided that the receiving party gives prompt written notice to the disclosing party and cooperates, at the disclosing party's expense, in seeking protective measures.

Representations; Warranties; Remedies

Each party represents and warrants that it has full corporate power and authority to enter into and perform this Agreement and that performance will not violate any other agreement to which it is a party. Except as expressly set forth in this Agreement, the parties disclaim all other warranties, express or implied. Remedies for breach shall include specific performance, injunctive relief and any other remedies available at law or in equity.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Entire Agreement; Amendments

This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth above.

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