West Virginia Business Form

WEST VIRGINIA BUSINESS AGREEMENT

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

RECITALS

WHEREAS, Client Name: desires to retain Service Provider to perform certain services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and resources necessary to perform the services on the terms set forth below; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The services shall be performed in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the services rendered in accordance with the following terms. All monetary amounts are stated in U.S. Dollars.

Late payments shall incur a late fee of % of the overdue amount per month, or the maximum rate permitted by applicable law, whichever is lower. In addition, Client shall reimburse Service Provider for reasonable collection costs and attorney fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue in effect until .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in strict confidence and shall not disclose to any third party any confidential or proprietary information disclosed by the other party (the Disclosing Party), including but not limited to trade secrets, technical data, business plans, customer lists, pricing, and other nonpublic information, except as required by law. Confidential information does not include information that is or becomes publicly known through no fault of the Receiving Party, is independently developed by the Receiving Party without use of the Disclosing Party's confidential information, or is rightfully obtained from a third party without restriction.

The Receiving Party shall use confidential information solely for the purpose of performing under this Agreement and shall restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

INDEMNIFICATION AND LIABILITY

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, losses, liabilities, damages, costs and expenses (including reasonable attorney fees) arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR CLAIMS BASED ON A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in West Virginia, and the parties hereby submit to the personal jurisdiction of such courts.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral. This Agreement may be amended only by a writing signed by both parties.

NOTICES

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

MISCELLANEOUS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Each party shall be responsible for its own taxes and benefits.

Severability: If any provision of this Agreement is declared invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

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