Miscellaneous MCS-150 Form

General Business Agreement (Miscellaneous MCS-150 Form)

This General Business Agreement ("Agreement") is made and entered into as of by and between Client Name: with principal address at and Service Provider Name: with principal address at .

WHEREAS

WHEREAS, Client requires certain services related to the preparation, filing, and administrative support associated with the entity's identification and compliance filings commonly referred to in this Agreement as the MCS-150-related services; and

WHEREAS, Provider represents that it has the professional qualifications, personnel, and resources necessary to perform such services and is willing to perform those services under the terms set forth herein; and

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

Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be agreed in writing and signed by both parties prior to implementation.

Payment Terms

Payments shall be made in accordance with the Payment Schedule. If no schedule is specified, Client shall pay Provider within days of invoice receipt. Late payments shall accrue interest at the rate of % per month (or the maximum permitted by applicable law, if lower) on the outstanding balance, payable on demand.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the effective termination date. Either party may terminate this Agreement immediately for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination, including Confidentiality, Indemnification, Governing Law, and Entire Agreement, shall survive termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other, whether in oral, written, electronic, or other form, 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. Provider shall not disclose, use, or permit the use of Confidential Information except as necessary to perform the services under this Agreement or as required by law. The obligations in this section shall remain in effect for a period of years following termination or expiration of this Agreement.

Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is rightfully obtained by the receiving party from a third party without restriction.

Representations; Indemnity

Each party represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Client agrees to indemnify, defend and hold harmless Provider from and against any third-party claims arising from Client's breach of representations or misuse of deliverables. Provider shall indemnify and hold Client harmless from claims arising from Provider's gross negligence or willful misconduct in the performance of services.

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 that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits, schedules, or statements of work expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior negotiations, proposals, and representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the parties' original intent. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

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