Miscellaneous Korotitch Document

MISCELLANEOUS KOROTITCH DOCUMENT

This General Business Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: , organized under the laws of , and Client Name: , organized under the laws of .

RECITALS

WHEREAS, Service Provider represents that it has the experience, personnel, and capacity to perform the services described in this Agreement in a professional manner and in accordance with industry standards; and

WHEREAS, Client desires to engage Service Provider to perform certain services on the terms and subject to the conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and termination procedures governing their relationship.

SCOPE OF WORK

Service Provider shall perform the services set forth in the Description of Services. The parties acknowledge that any material change to the scope, deliverables, or schedule shall require a written amendment signed by both parties.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices issued by Service Provider are due within days of invoice date. Accepted payment methods shall be set forth in the Payment Schedule.

If Client fails to make any payment when due, interest shall accrue on the unpaid amount at the rate specified above, and Service Provider may suspend performance after providing written notice and a ten (10) day opportunity to cure.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days prior to the effective date of termination. Either party may terminate immediately upon material breach by the other party if such breach is not cured within days after written notice of the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the receiving party gives prompt notice and cooperates with any protective measures sought.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of .

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Each party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations hereunder. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as the receiving party designates in writing).

ACKNOWLEDGMENT

Each party acknowledges that it has read and understands this Agreement, that it has had the opportunity to consult with counsel of its choice, and that it enters into this Agreement voluntarily and with full authority.

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