Miscellaneous MRF Step

GENERAL BUSINESS AGREEMENT (MISCELLANEOUS MRF STEP)

Parties and Effective Date

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: and Contractor Name: .

Recitals

WHEREAS, Client Name desires to engage Contractor Name to perform certain services as set forth in this Agreement, and Contractor Name represents that it has the experience, personnel, and capacity to perform those services in a professional manner;

WHEREAS, the parties intend for this Agreement to govern the scope, compensation, confidentiality, term and termination, and other material terms of their business relationship; and

WHEREAS, the parties desire to set forth their agreement in writing to avoid misunderstandings and to provide a binding framework for performance and payment.

Scope of Work

Payment Terms

Client shall pay Contractor for the services described in the Scope of Work the total amount of (the Contract Price). Payments will be made according to the following schedule:

Unless otherwise agreed in writing, amounts invoiced are due net days from the invoice date. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, together with any reasonable collection costs and attorneys' fees incurred to recover overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Contractor for all services performed and reasonable costs incurred through the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receiving written notice specifying the breach. Termination for cause does not waive either party's right to seek damages or other remedies.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally or in writing, 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. Confidential Information excludes information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) restrict disclosure of Confidential Information to those employees, contractors, and agents with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality survive termination of this Agreement for a period of years, unless a longer period is required by applicable law.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Notices

Governing Law; Miscellaneous

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 within that state for any dispute arising out of or relating to this Agreement.

Neither party may assign or delegate its rights or obligations under this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations hereunder.

No failure or delay by either party in exercising any right shall operate as a waiver of that right. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

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

Signatures

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