Miscellaneous Hikki Template

MISCELLANEOUS HIKKI TEMPLATE

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: with Principal Address:

and Client Name: with Principal Address:

Recitals

WHEREAS, Provider possesses expertise, personnel and resources necessary to perform certain consulting, development and advisory services as set forth herein; and

WHEREAS, Client desires to engage Provider to perform such services on the terms and conditions contained in this Agreement, and Provider is willing to perform such services for Client in accordance with those terms;

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

1. Scope of Work

Provider shall provide the services and deliverables described below. The description is intended to be specific but may be amended by written mutual agreement of the parties.

2. Payment Terms

As consideration for the Services, Client shall pay Provider in accordance with the terms below. Fees do not include taxes unless expressly stated.

Provider shall invoice Client pursuant to the payment schedule above. Unless otherwise agreed in writing, undisputed invoices are due and payable within days of receipt. Amounts not paid when due shall accrue interest and late fees as set forth in the Late Payment Fee field.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach.

4. Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all proprietary or confidential information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such information except as necessary to perform obligations under this Agreement. Confidential information does not include information that becomes publicly known through no fault of the Receiving Party, is rightfully received from a third party without restriction, or is independently developed by the Receiving Party.

The obligations of confidentiality shall remain in effect for a period of years following termination or expiration of this Agreement.

5. Representations; Indemnity

Each party represents that it has the full right, power and authority to enter into this Agreement. Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Client shall indemnify and hold Provider harmless from third-party claims arising from Client's use of deliverables in a manner inconsistent with this Agreement or applicable law, except to the extent such claims arise from Provider's gross negligence or willful misconduct.

6. 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 law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

7. Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or successor in connection with a merger or sale of substantially all of its business.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing, and will be deemed given upon personal delivery, confirmed electronic transmission, or three (3) days after deposit in the U.S. mail postage prepaid.

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