Miscellaneous Prior 1003

Miscellaneous Prior 1003

Parties

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

Entity Type: Corporation LLC Individual

Recitals

WHEREAS, Client Name: seeks to obtain certain services relating to prior loan application records and related documentation described herein; and

WHEREAS, Contractor Name: represents that Contractor has the skill, experience, and capability to provide the services set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions governing the performance, payment, confidentiality, and termination of such services.

Scope of Work

The Contractor shall perform the services described above in a professional manner consistent with industry standards and in compliance with applicable laws. Any material changes to the Scope of Work must be agreed in writing and signed by both parties as a written amendment to this Agreement.

Payment Terms

All fees are due within the time specified in the Payment Schedule. Contractor shall submit invoices in writing. Unless otherwise agreed in writing, Client shall pay undisputed invoices within thirty (30) days of receipt. Any disputed portion of an invoice shall be submitted in good faith and the undisputed portion must be paid in accordance with this clause. Contractor is responsible for all taxes arising from compensation paid under this Agreement unless Client is required by law to withhold.

Term and Termination

Term Start Date:     Term End Date:

Either party may terminate this Agreement for convenience by providing the other party with written notice at least the number of days specified above. Either party may terminate for material breach if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination, nor shall it limit any other remedies available at law or in equity.

Confidentiality

Each party acknowledges that during the term of this Agreement it will have access to Confidential Information of the other party. "Confidential Information" means nonpublic 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. The receiving party shall (a) use Confidential Information only for the purposes of performing under this Agreement, (b) limit access to Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein, and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law. Upon termination or expiration of this Agreement, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) resulting from third-party claims arising out of the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, punitive, or special damages, and the aggregate liability of either party shall not exceed the total amount paid under this Agreement during the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

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 agree to attempt good faith negotiation to resolve disputes. If negotiation fails, the parties submit to the exclusive jurisdiction of the state and federal courts located within that state.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship.

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