Miscellaneous Redoc Set

MISCELLANEOUS REDOC SET

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

Client Name:   Client Address:

Service Provider Name:   Service Provider Address:

RECITALS

WHEREAS, Client engages Service Provider to prepare, review, and re-document specified deliverables and ancillary materials in support of Client's business operations and records management; and

WHEREAS, Service Provider has represented that it possesses the expertise, personnel, and resources necessary to perform the services described in this Agreement in a professional manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the work described below and related tasks reasonably necessary to complete the deliverables. The scope may be amended only by written change order executed by authorized representatives of both parties.

2. PAYMENT TERMS

Client shall pay Service Provider the compensation set forth below in exchange for Services performed under this Agreement. All payments are due in U.S. dollars unless otherwise agreed in writing.

Invoices are payable within days of receipt unless otherwise specified. Overdue amounts shall accrue late charges as set forth below.

A late fee of % per month (or the maximum permitted by law, if lower) will be applied to outstanding balances, or a fixed late charge of may be charged at Service Provider's discretion.

3. TERM AND TERMINATION

This Agreement commences on Effective Date and, unless earlier terminated as provided below, continues until Term End Date: .

Upon termination, Client shall pay Service Provider for all work performed and documented expenses through the effective date of termination. Termination shall not relieve either party of obligations that by their nature survive termination.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by applicable law, provided the disclosing party is given prompt notice and opportunity to seek protective relief.

Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) disclose Confidential Information only to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect the confidentiality of Confidential Information.

5. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, damages, losses, or expenses arising from the indemnifying party's negligent acts, willful misconduct, or breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid to Service Provider under this Agreement in the preceding twelve (12) months.

6. 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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state for any disputes arising under this Agreement.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and written change orders executed by both parties, 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 oral or written. No amendment, modification, or waiver of any provision shall be effective unless in writing and signed by duly authorized representatives of both parties.

8. MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this Section.

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