Business ATL Document

Business ATL Document

This General Business Agreement ("Agreement") is made and entered into as of by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). Each of Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain services in connection with business activities described herein, including but not limited to activities related to advertising, testing, and launch (collectively, the "Services"); and

WHEREAS, Provider represents that it has the personnel, expertise, and capacity to perform the Services and is willing to do so on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms governing the Provider's performance of the Services and the Client's payment obligations.

1. Scope of Work

Provider shall furnish the Services described below in accordance with the standards and schedule set forth in this Agreement. Provider shall perform such Services professionally and in good faith.

2. Payment Terms

In consideration for the Services, Client shall pay Provider the fees set forth below in accordance with the schedule and conditions specified. All payments are non-refundable except as expressly provided in this Agreement.

Late payments shall bear interest at the lesser of (a) per month on the outstanding balance, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, if payment enforcement is required.

3. Term and Termination

This Agreement shall commence on the Start Date set forth below and shall continue in effect until the End Date, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one Party to the other that is designated 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, strategies, customer lists, pricing, technical information, and trade secrets.

Each receiving Party shall (i) hold the disclosing Party's Confidential Information in strict confidence; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The foregoing shall not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving Party without reference to the Confidential Information.

5. Representations; Warranties; Indemnity

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Agreement, the Services are provided "AS IS" and Provider disclaims all other warranties, express or implied.

Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify Provider for claims arising out of Client's breach or wrongful use of deliverables contrary to this Agreement.

6. Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as either Party may designate by notice). Notices shall be deemed given upon personal delivery, one (1) business day after delivery to an overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising under or in connection with this Agreement.

8. Entire Agreement

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications, and understandings, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

9. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. The waiver of any breach or right shall not be deemed a waiver of any other or subsequent breach or right.

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