Business Center Document

BUSINESS CENTER DOCUMENT

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

WHEREAS

WHEREAS, Client operates or manages business center facilities and requires certain professional services to be provided at or for such facilities; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client at the business center location(s) identified herein.

PARTIES AND NOTICES

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner, consistent with industry standards:

Service Provider shall provide all labor, materials, equipment, supervision, and administrative support necessary to complete the Scope of Work, unless expressly stated otherwise in writing.

PAYMENT TERMS

Invoices shall be submitted to the Client per the schedule above and are payable within days of receipt, unless otherwise agreed in writing.

Overdue amounts shall accrue interest at the rate set forth above and Client shall be responsible for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be considered confidential. Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided notice is given to the disclosing party to seek protective relief.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own similar information, but no less than reasonable care. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. Neither party shall be liable to the other for consequential, incidental, or punitive damages except in cases of willful misconduct or gross negligence.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor for all purposes under this Agreement. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings relating to its subject matter. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight carrier, or three business days after deposit in the U.S. mail, postage prepaid.

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