Miscellaneous Updated CFI

MISCELLANEOUS UPDATED CFI

This General Business Agreement (this Agreement) is entered into as of (Effective Date) by and between Client Name: with principal address and Service Provider Name: with principal address .

RECITALS

WHEREAS, Client seeks to obtain certain commercial services described herein from Service Provider on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the skill, experience and facilities to perform the described services and agrees to provide such services to Client in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the complete terms of their agreement with respect to the subject matter hereof.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the total amount of USD for the services described above. Payments shall be made according to the following schedule:

Late payments shall incur a late fee of per month on any overdue balance, or a flat fee of USD, whichever is greater. Interest and fees shall accrue from the date payment is due until paid.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the intended termination date. Either party may terminate for material breach by the other party if the breach remains uncured after thirty (30) days following written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any non-public information disclosed by either party to the other, whether oral, written, visual, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information expressly includes financial data, customer lists, pricing, technical data, business plans, and trade secrets.

The receiving party shall (a) use Confidential Information only for the performance of its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement; (ii) was rightfully in the receiving party’s possession prior to receipt from the disclosing party; (iii) is rightfully obtained by the receiving party from a third party without restriction and without breach of a nondisclosure obligation; or (iv) is independently developed by the receiving party without reliance on Confidential Information. Upon termination of this Agreement, the receiving party shall return or certify destruction of Confidential Information as directed by the disclosing party, except to the extent retention is required by law or internal retention policies; retained copies remain subject to confidentiality obligations herein.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Service Provider shall be solely responsible for the payment of all federal, state and local taxes and any benefits or other obligations normally associated with employment.

INSURANCE AND INDEMNITY

Service Provider shall maintain insurance coverage appropriate to the services performed and shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Service Provider’s gross negligence, willful misconduct or breach of this Agreement, except to the extent caused by Client’s negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. Any legal action arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in the county of .

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default. The parties acknowledge that damages at law may be inadequate and that either party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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