Miscellaneous Read Only Document

MISCELLANEOUS READ ONLY DOCUMENT

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Party A Name: and Party B Name: .

WHEREAS / RECITALS

WHEREAS, Party A represents that it is duly organized, qualified and experienced to provide the goods and services described herein and has the authority to enter into this Agreement; and

WHEREAS, Party B desires to engage Party A to perform such services on the terms and conditions set forth in this Agreement, and Party A agrees to perform such services for Party B.

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

SCOPE OF WORK

Party A shall perform the services and deliverables described below. All work shall be performed in a professional manner consistent with industry standards and the expressed needs of Party B.

PAYMENT TERMS

In consideration for the services rendered, Party B shall pay Party A the fees and on the schedule set forth below. All amounts are in lawful currency unless otherwise stated.

Invoices shall be issued in accordance with the payment schedule. Unless otherwise agreed in writing, all undisputed amounts are due within days of invoice receipt. Payments not made when due shall accrue interest and late fees as set forth above and the non-defaulting party may suspend performance upon ten (10) days' written notice for nonpayment.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other party. Either party may terminate immediately for cause upon material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to (i) use Confidential Information only to perform its obligations under this Agreement, (ii) disclose Confidential Information only to employees, contractors or agents who have a strict need to know and who are bound by confidentiality obligations no less restrictive than those contained herein, and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is independently developed by the receiving party, or is required to be disclosed by law or valid legal process, provided the disclosing party is given prompt notice and opportunity to seek protective measures.

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 law principles. The parties consent to the exclusive jurisdiction of competent courts located in that State for resolution of disputes arising under this Agreement.

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 agreements, proposals and communications, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, sale of substantially all its assets, or change of control provided the assignee assumes all obligations hereunder in writing.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to applicable limitations of liability.

The undersigned acknowledge that this document is provided in a read-only electronic form and confirm that they have reviewed and agree to the terms set forth herein.

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