Business ASCI Template

Business ASCI Template

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

Individual Corporation LLC Partnership

Individual Corporation LLC Partnership

Recitals

WHEREAS, Client desires to engage Provider to perform certain services described herein for the purpose of advancing Client's commercial objectives and business operations; and

WHEREAS, Provider represents that it possesses the experience, personnel, and resources necessary to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the parties wish to set forth their respective rights and obligations in writing under the terms set forth in this Agreement.

Scope of Work

Provider shall perform the services described below. Provider will provide personnel, materials, equipment, and supervision necessary to complete the work in accordance with the terms of this Agreement and any schedules or statements of work that the parties execute.

Payment Terms

Client shall pay Provider the fees and expenses set forth below in consideration of Provider's performance of the services. All fees are exclusive of any taxes, duties or other governmental charges unless otherwise stated.

Late payments shall accrue interest and fees as set forth below.

Term and Termination

This Agreement shall commence on Start Date: and shall continue 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 this Agreement for material breach if the breaching party fails to cure the breach within days after receipt of written notice identifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party to the other party, whether disclosed orally, in writing, or by inspection of tangible objects, 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 includes, without limitation, business plans, financial information, customer lists, technical data, trade secrets, and any analyses, compilations, studies or other documents prepared by the receiving party that contain or otherwise reflect such information.

The receiving party shall (a) protect the disclosing party's Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, (b) not use the Confidential Information other than to exercise its rights and perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

The obligations of confidentiality shall not apply to information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party; (ii) was known to the receiving party prior to disclosure by the disclosing party; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful attempt by the disclosing party to seek confidential treatment or a protective order.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Exclusive jurisdiction for any dispute shall lie in the state or federal courts located in that State unless the parties agree otherwise in writing.

Entire Agreement

This Agreement, including all exhibits and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations, warranties, agreements, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be struck and the remaining provisions will remain in full force and effect. The parties agree that monetary damages may be inadequate to protect a party against breach of confidentiality or infringement of intellectual property rights and that equitable relief may be appropriate in such circumstances.

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