Miscellaneous Special Purpose Document

Miscellaneous Special Purpose Document — General Business Agreement

This General Business Agreement ("Agreement") is made effective as of Effective Date: by and between Party A Name: with principal address: , and Party B Name: with principal address: .

Recitals

WHEREAS, Party A is engaged in the business of providing certain services and/or deliverables as described herein; and

WHEREAS, Party B desires to retain Party A to perform those services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing their relationship, the scope of work, compensation, confidentiality, and other customary provisions applicable to commercial engagements of this nature.

Scope of Work

Party A shall perform the services and deliver the work product described below. The parties acknowledge that the description below is an integral part of this Agreement; any material changes to the scope shall be subject to written amendment and may affect fees and schedule.

Payment Terms

In consideration for satisfactory performance of the Scope of Work, Party B shall pay Party A as follows. All payments are non-refundable except as expressly provided in this Agreement.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the date payment was due until paid in full. In addition, Party A may suspend performance for nonpayment after providing written notice and a reasonable cure period.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within Notice Period: days after receipt of written notice specifying the breach. Either party may terminate for convenience upon providing written notice at least Notice Period: days prior to the effective termination date, subject to payment for services performed and reimbursable expenses incurred through the effective termination date.

Upon termination, Party A shall deliver to Party B all completed work and work in progress for which Party B has paid or which the parties otherwise agree to accept, and Party B shall pay Party A for all services performed and non-cancelable obligations incurred through the date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic business, technical, financial, proprietary, or other information disclosed by one party to the other, whether disclosed orally, visually, or in writing. Receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement by the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information. If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt notice so the disclosing party may seek protective measures, and the receiving party shall disclose only that portion of Confidential Information legally required.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising out of or relating to this Agreement, subject to any mandatory arbitration obligation set forth below (if applicable).

Representations; Warranties; Indemnity

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Party A further warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Agreement, all other warranties, whether express or implied, are disclaimed to the fullest extent permitted by law. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Entire Agreement

This Agreement, including all schedules and appendices hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between them.

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