Miscellaneous State Forms

GENERAL BUSINESS AGREEMENT

Effective Date:

Parties

Party A Name:

Party B Name:

Recitals

WHEREAS, Party A is engaged in the business described above and requires certain services and deliverables from Party B; and

WHEREAS, Party B represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and agrees to perform such services in accordance with the terms and conditions set forth below; and

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

Scope of Work

Deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work above. Any changes to the Scope of Work must be documented in a written amendment signed by authorized representatives of both parties.

Payment Terms

Payments are due within days of invoice unless otherwise specified in the payment schedule. All invoices shall reference project identifiers and applicable deliverables.

If payments are not made when due, interest and collection costs (including reasonable attorneys' fees) may be assessed in accordance with the agreed late fee. The assessment of a late fee does not waive any other remedies available to the non-breaching party.

Term and Termination

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

Each party (the "Recipient") shall maintain in strict confidence all non-public information disclosed by the other party (the "Discloser") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that (a) is or becomes generally available to the public other than by a breach of this Agreement, (b) was known to Recipient at the time of disclosure as shown by Recipient's reasonable contemporaneous records, or (c) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

The Recipient shall use Confidential Information solely for performance of this Agreement, shall restrict disclosure to those employees, contractors, and affiliates with a need to know, and shall exercise at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Upon termination or written request, the Recipient shall return or destroy Confidential Information as directed by the Discloser, subject to retention only to the extent required by applicable law or internal recordkeeping policies.

Representations and Warranties

Each party represents that it has the full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder. Party B warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against claims arising from its gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from willful misconduct, a party's aggregate liability under this Agreement shall not exceed the total amount paid or payable to Party B under this Agreement in 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-law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the governing state unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements, proposals, or representations. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices required under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party designates by written notice. Notice is effective on receipt or, if mailed, three (3) business days after deposit with the postal service.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all assets, provided the assignee assumes all obligations hereunder.

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