Business Bickert Document

Business Bickert Document

This General Business Agreement ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires certain business services and deliverables described herein and desires to engage Provider to perform such services on the terms set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to provide the services and will perform with the degree of skill, care and diligence consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Payment Terms

Invoicing: Provider will submit invoices to Client and Client shall pay undisputed invoices within days of receipt. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Late Payment: Overdue amounts shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower). In addition to interest, Client shall be responsible for reasonable collection costs.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing the other party written notice at least the number of days set forth above. Provider shall be paid for all work performed and documented out-of-pocket expenses incurred through the effective date of termination, subject to Client's right to set-off for any unresolved breaches.

Termination for Cause: Either party may terminate immediately on material breach by the other that is not cured within 30 days after written notice, or immediately upon the other party's insolvency, bankruptcy filing, or appointment of a receiver.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"), except as required by law. Confidential Information means non-public information disclosed in connection with this Agreement, whether written, oral or electronic, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party, or (c) is rightfully received from a third party without restriction.

Duration of Confidentiality: The obligations in this section shall survive termination of this Agreement for a period of years.

Representations; Independent Contractor

Each party represents that it has the authority to enter into this Agreement. Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Provider shall be solely responsible for all employment taxes and benefits for its personnel.

Governing Law; Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses above by hand, certified mail, or commercial courier, and shall be deemed given upon receipt.

Miscellaneous; Entire Agreement

Assignment: Neither party may assign its rights or delegate its duties under 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 business.

Amendment and Waiver: No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Severability: If any provision is held unenforceable, the remainder of this Agreement shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely effects the parties' original intent.

Entire Agreement: This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral, relating to the subject matter hereof.

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