Miscellaneous ET24031 Template

MISCELLANEOUS ET24031 TEMPLATE — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of by and between the parties identified below.

WHEREAS

WHEREAS, Client engages Contractor to perform certain professional services and Contractor agrees to provide such services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor represents that it has the qualifications, experience and ability to perform the services described herein and will perform such services in a professional and workmanlike manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services and payment for those services.

SCOPE OF WORK

Contractor shall perform the work, provide the deliverables, and render the services described below. Contractor shall perform all duties in accordance with the schedule, specifications and standards set forth in this Agreement.

PAYMENT TERMS

Client shall pay Contractor the compensation described below in consideration for the full and timely performance of the Scope of Work. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices submitted by Contractor are due and payable by Client within days of receipt. Overdue amounts shall accrue interest at the rate of % per month (or the maximum rate permitted by applicable law, if lower). A minimum late payment charge of may be assessed on any invoice past due.

Payment Methods (check applicable):  ACH   Wire Transfer   Check

Client shall reimburse Contractor for pre-approved out-of-pocket expenses incurred in connection with performance of the Scope of Work, subject to documentation. Reimbursable expenses shall not exceed unless agreed in writing. All fees and reimbursements are exclusive of taxes; Client is responsible for any taxes arising from this Agreement, except for taxes based on Contractor's net income.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. In the event of a material breach, the non-breaching party may terminate for cause if the breaching party fails to cure such breach 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

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that, under the circumstances, ought reasonably to be understood as confidential. Confidential Information excludes information that (a) was known to the receiving party prior to disclosure without obligation of confidentiality; (b) is or becomes publicly available through no fault of the receiving party; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the receiving party without reference to Confidential Information.

The receiving party shall (i) hold Confidential Information in confidence and use at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify the disposition in writing.

The parties agree that monetary damages may be insufficient to remedy a breach of this Section and that the disclosing party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity. The obligations under this Section shall survive termination or expiration of this Agreement for a period of years, except as to trade secrets which shall survive for so long as they remain trade secrets under applicable law.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in said state for any action arising out of or relating to this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Contractor may assign its rights to an affiliate or to a purchaser of substantially all of its assets related to this Agreement provided the assignee assumes Contractor's obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as a party may specify by written notice).

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any provision shall not constitute a waiver of any other provision or subsequent breach.

ENTIRE AGREEMENT

This Agreement (including any schedules and attachments 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 will be effective unless it is in writing and signed by authorized representatives of both parties.

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