Miscellaneous GCX January 2025

MISCELLANEOUS GCX JANUARY 2025

This General Business Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Service Provider: with principal place of business at and Client: with principal place of business at .

RECITALS

WHEREAS, Service Provider possesses experience, personnel and technical capability to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to perform certain services on the terms and conditions set forth in this Agreement and Service Provider is willing to perform such services for Client; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the scope, payment, confidentiality, term, and termination of the relationship.

SCOPE OF WORK

Service Provider shall perform the services set forth above in a professional and workmanlike manner consistent with industry standards. All deliverables, acceptance criteria and milestones shall be as set forth in the Description of Services unless otherwise agreed in writing.

PAYMENT TERMS

Unless otherwise specified in the Payment Schedule, Client shall remit payment within days of invoice. Overdue amounts shall accrue interest at a rate of per month (or the maximum rate permitted by law), and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue sums.

All fees are exclusive of taxes. Client is responsible for any sales, use or other taxes imposed on the transactions contemplated by this Agreement, except for taxes based on Service Provider's net income.

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

This Agreement shall commence on the Term Commencement Date and shall continue in effect until the Term Expiration Date unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Upon termination, Client shall pay Service Provider for services performed and reimbursable expenses incurred through the effective date of termination. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one 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, including but not limited to business plans, pricing, technical data and customer lists. Confidential Information does not include information that (i) is or becomes generally available to the public through no wrongful act of the recipient; (ii) was lawfully known to the recipient prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the recipient without use of Confidential Information.

The recipient of Confidential Information shall (a) use such information solely for the purposes of performing this Agreement, (b) restrict disclosure to employees, agents or subcontractors with a need to know and who are bound to confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care in protecting Confidential Information as it uses with its own confidential information, but in no event less than reasonable care.

The obligations set forth in this Section shall continue for a period of years following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as 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 principles of conflicts of law. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that state.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or delegate 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, consolidation or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and not an agent or employee of Client. Service Provider shall be responsible for all wages, taxes and benefits of its personnel.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its breach of this Agreement, negligence or willful misconduct, provided that the indemnified party gives prompt written notice of any claim and cooperates in the defense.

Remedies: Except as otherwise provided herein, remedies provided in this Agreement are cumulative and not exclusive. In the event of a breach of the confidentiality obligations, the non-breaching party shall be entitled to injunctive relief in addition to any other available remedies.

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