Miscellaneous MP47650 Document

MISCELLANEOUS MP47650 DOCUMENT

This General Business Agreement ("Agreement") is entered into effective as of , (the "Effective Date"), by and between:

Client Name: ; Client Address:

Contractor Name: ; Contractor Address:

WHEREAS

WHEREAS, Client desires to retain Contractor to perform certain services and deliverables as described in this Agreement, and Contractor has the capacity, experience, and personnel to perform such services in accordance with the terms set forth herein.

WHEREAS, the parties intend to define the scope, compensation, term, confidentiality obligations, and other material terms governing their relationship in a written agreement to avoid ambiguity and to allocate commercial risk.

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

1. SCOPE OF WORK

Contractor shall perform the services in a professional and workmanlike manner consistent with industry standards and shall deliver all specified deliverables in accordance with the schedule agreed by the parties.

2. PAYMENT TERMS

Any payment not received within days of the due date shall accrue interest at % per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is less.

3. TERM AND TERMINATION

The term of this Agreement shall commence on , and shall continue until , 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. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

4. CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or trade secret information disclosed by one party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the receiving party; (b) is lawfully received from a third party without restriction; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates in seeking a protective order.

The receiving party shall use Confidential Information only for the purpose of performing this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those contained herein. The obligations in this Section shall survive termination of this Agreement for a period of years.

5. INDEMNIFICATION AND LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence or willful misconduct in the performance of its obligations under this Agreement.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to submit any dispute arising out of or relating to this Agreement to the exclusive jurisdiction of the state and federal courts located in that state.

7. ENTIRE AGREEMENT; AMENDMENT

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

8. MISCELLANEOUS

Neither party may assign or transfer 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 its entirety to an affiliate or to a successor by merger or acquisition provided that the assignee assumes all obligations hereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.

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