Business Acroform Document

Business Acroform Document

This General Business Agreement ("Agreement") is entered into as of the Effective Date by and between Service Provider Name: and Client Name: . Effective Date: .

Recitals

WHEREAS, Service Provider is duly engaged in the business of providing professional services and possesses the skill, experience and resources necessary to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope of services, compensation, responsibilities, and other terms governing their relationship.

Scope of Work

Service Provider shall perform the services described below and any ancillary activities reasonably necessary to accomplish the described work. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the services provided, Client shall pay Service Provider the Total Compensation as set forth below. All amounts are payable in U.S. dollars and are exclusive of taxes unless otherwise stated.

Payments are due within days of invoice unless otherwise agreed in writing. Any undisputed past-due amounts shall accrue interest at the rate of (or the maximum rate permitted by law, if less). Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees, in the event of nonpayment.

Term and Termination

This Agreement commences on the Contract Start Date and continues until the Contract End Date unless earlier terminated as set forth below. The parties may also extend the Term by written amendment signed by both parties.

Contract Start Date:     Contract End Date:

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within days after written notice. Additionally, either party may terminate for convenience upon providing the notice period specified herein. Termination shall not relieve Client of the obligation to pay for services performed through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing, electronically, or by inspection, 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 does not include information that: (a) is or becomes generally known to the public without breach of this Agreement; (b) was known to the receiving party prior to disclosure as evidenced by written records; (c) is received from a third party without breach of any obligation of confidentiality; or (d) 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 take reasonable measures to protect it; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents, and contractors who need such information to perform the receiving party's obligations and who are bound by confidentiality obligations no less protective than those in this Agreement. Upon request, the receiving party shall return or destroy Confidential Information and certify such return or destruction.

Representations, Warranties & Liability

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement. Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability under this Agreement shall be limited to the amount of fees paid by Client to Service Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim or , whichever is greater.

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 agree that any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiations; if those negotiations fail, the parties may pursue any available legal remedies.

Entire Agreement & Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification of this Agreement shall be binding unless in writing and signed by both parties. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest of substantially all of the assigning party's business or assets.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, certified mail, overnight courier, or other method that provides receipt confirmation.

Entity Types

Service Provider Entity Type: LLC Corporation Individual

Client Entity Type: LLC Corporation Individual

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