Miscellaneous ORLOVA Document

Miscellaneous ORLOVA Document

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: with address: and Client Name: with address: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing certain professional services and has represented that it has the qualifications, experience and ability to provide such services to Client; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services on the terms and conditions set forth herein.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. The parties acknowledge that the description below defines the primary scope but may be modified by written amendment executed by both parties.

PAYMENT TERMS

Contract Price: Client shall pay Service Provider the total compensation as set forth below. All amounts are in U.S. dollars unless otherwise agreed.

Invoices: Service Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoice amounts within days of receipt.

Late Payment: Any overdue amount shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. In addition to interest, Client shall be responsible for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Taxes: Unless otherwise stated, fees are exclusive of taxes. Client shall be responsible for all sales, use, value-added, excise, or similar taxes arising from this Agreement, excluding taxes based on Service Provider's net income.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within after receipt of written notice describing the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination, including Confidentiality, Governing Law, and Entire Agreement, shall continue in full force and effect.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party 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, including business plans, financial information, trade secrets, customer lists, and technical data.

Obligations: The receiving party shall (i) use Confidential Information only for purposes of performing obligations under this Agreement, (ii) restrict disclosure to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement, (ii) was lawfully known to the receiving party prior to disclosure, (iii) is received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed without reference to Confidential Information.

The parties agree that obligations under this Confidentiality clause are mutual.

Duration: Confidentiality obligations shall survive termination for a period of except for trade secrets, which shall be protected until no longer a trade secret under applicable law.

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. Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in such state.

ENTIRE AGREEMENT

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

NOTICES

Notices shall be in writing and delivered to the addresses below by hand delivery, certified mail (return receipt requested), or overnight courier. Notices are effective upon receipt.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Remedies: The parties acknowledge that a breach of the Confidentiality provisions may cause irreparable harm for which monetary damages may be inadequate, and each party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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