Business App Exam Template

Business App Exam Template

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

Recitals

WHEREAS, Client operates or intends to operate a business that requires an objective examination and assessment of a business application, business plan, or related submission (the "Business App"); and

WHEREAS, Service Provider has the professional expertise and resources to perform an impartial examination, evaluation, testing, and reporting related to the Business App; and

WHEREAS, the parties desire to set forth the terms and conditions pursuant to which Service Provider will perform such examination services and Client will compensate Service Provider.

Parties & Contact Information

Scope of Work

Service Provider shall perform the examination services described below. The scope shall include objective review, testing where applicable, written findings, and recommendations. Specific deliverables, milestones, and acceptance criteria will be as set forth by the parties below.

Payment Terms

Client shall pay Service Provider for the services described in the Scope of Work according to the following terms.

Late payments shall incur the following fee unless otherwise agreed in writing.

Term and Termination

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

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. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice of breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other party, whether disclosed orally, in writing, electronically, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes business plans, financial data, software, trade secrets, customer lists, and the contents of the Business App.

The receiving party shall: (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law. Confidential Information shall not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

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 conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree that any unresolved dispute may be resolved by binding arbitration, as mutually agreed, or in the courts located in the specified state if arbitration is not elected.

Representations, Warranties & Indemnification

Each party represents and warrants that it has the full right and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits or written attachments executed by the parties, 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business assets. Severability: If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above.

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