Signed Document Items

Signed Document Items

This General Business Agreement (the Agreement) is entered into by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client requires the preparation, execution, and delivery of certain documents and items described herein, and Contractor represents that it has the expertise and capacity to provide the items and related services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will prepare, deliver and, where applicable, execute the signed document items for Client.

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

SCOPE OF WORK

PAYMENT TERMS

Total Contract Price:

Payment Schedule: Contractor will invoice Client as follows — Initial deposit of upon execution of this Agreement; remaining balance payable upon delivery of the listed signed document items or per milestone schedule described below.

Late Payment: Any undisputed amount not paid within days of the invoice due date shall incur a late fee of per month on the outstanding balance, compounded monthly, or the maximum rate permitted by law, whichever is lower.

Invoicing and Payment Method: Invoices shall be submitted to Billing Address: . Payments shall be made by the method specified: .

TERM AND TERMINATION

Effective Date: .

Termination Date or Duration: This Agreement shall continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice at least days prior to the intended termination date.

Termination for Cause: Either party may immediately terminate if the other party materially breaches this Agreement and fails to cure such breach within days after written notice specifying the breach. Upon termination, Contractor shall deliver all completed deliverables and Client shall promptly pay for all services and items performed and delivered through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether oral, written, or electronic, including but not limited to business plans, client lists, document contents, pricing, and work product.

Obligations: Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as expressly permitted in writing, and (iii) use Confidential Information solely for the performance of this Agreement. Receiving Party shall take reasonable measures to protect Confidential Information, not less than those it uses to protect its own confidential materials.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available through no fault of Receiving Party, (b) was rightfully known to Receiving Party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed by Receiving Party without reference to the Confidential Information.

Return or Destruction: Upon termination or written request, Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has done so, except to the extent retention is required by law or for litigation holds, in which case retention shall be limited to the minimum necessary.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles.

The parties agree to attempt in good faith to resolve any dispute arising under this Agreement by negotiation between senior representatives. If negotiation fails, the parties may pursue any remedy available at law or equity in the courts located in the jurisdiction specified above.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including all schedules, exhibits and the itemized descriptions above, constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be binding unless executed in writing by both parties.

REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents and warrants that it has full power and authority to enter into this Agreement. Contractor warrants that the deliverables will conform materially to the specifications set forth in the Scope of Work at the time of delivery. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

NOTICES

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Authority: Each signatory below represents and warrants that they are authorized to execute this Agreement on behalf of the party for whom they sign.

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