Miscellaneous Yitzhak Document

MISCELLANEOUS YITZHAK DOCUMENT

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

Client Name:   Client Title/Role:

Contractor Name:   Contractor Title/Role:

WHEREAS

WHEREAS, Client desires to engage Contractor to perform certain services described herein, and Contractor represents that it has the experience and capability to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties wish to set forth the terms, conditions, and scope of their agreement regarding the performance of services, compensation, confidentiality, and other obligations.

WHEREAS, the parties intend this Agreement to govern their relationship and to allocate risks, responsibilities, and remedies arising from the services provided.

SCOPE OF WORK

Contractor shall perform the services described below in a professional manner consistent with industry standards. Specific tasks, deliverables, milestones, and acceptance criteria are set forth as follows:

PAYMENT TERMS

Total Contract Price: $

Deposit Amount (if any): $   Payment Due Within: days of invoice receipt

Late Payment: Any amount not paid when due shall accrue interest at or the maximum rate permitted by law, whichever is lower. Late payments shall also be subject to a late fee of $ per late invoice.

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach shall be effective if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Contractor for all work performed and reasonable costs incurred up to the effective date of termination, subject to any offsets for Contractor's nonconforming or incomplete performance.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other, whether oral, written, electronic, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that (a) is or becomes generally available to the public other than as a result of disclosure by the receiving party, (b) was in the receiving party's lawful possession prior to the disclosure and not subject to an obligation of confidentiality, or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence and protect it with at least the same degree of care it uses to protect its own confidential information, (ii) use Confidential Information only as necessary to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination or written request, the receiving party shall return or destroy the disclosing party's Confidential Information, except to the extent retention is required by applicable law and then only to the minimum extent required.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Contractor assigns to Client all right, title, and interest in and to deliverables created specifically for Client under this Agreement. Contractor shall retain ownership of its pre-existing materials and general skills, know-how, and methodologies. To the extent Contractor incorporates pre-existing materials in deliverables, Contractor grants Client a non-exclusive, perpetual, worldwide license to use such pre-existing materials as incorporated in the deliverables for Client's internal business purposes.

WARRANTIES; LIMITATION OF LIABILITY

Contractor warrants that the services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law State:   The parties agree that the laws of the Governing Law State, without regard to conflict-of-law principles, shall govern this Agreement. Any disputes arising out of or related to this Agreement shall be resolved by binding arbitration or in the courts of the Governing Law State as elected by the non-breaching party in its reasonable discretion.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any attachments, exhibits, or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

MISCELLANEOUS

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

Notices: All notices required or permitted hereunder shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may designate by notice to the other.

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