Business CGA Document

BUSINESS CGA DOCUMENT

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

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services described herein; and

WHEREAS, Service Provider has the experience and capability to perform such services and may receive Confidential Information in the course of performing the services; and

WHEREAS, the parties wish to set forth the terms and conditions governing the services, payment, confidentiality, term and termination, and other matters as provided in this Agreement.

1. SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional manner in accordance with industry standards and in compliance with applicable law.

2. PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the following terms.

Any amount not paid within days after the due date shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable costs of collection, including attorneys' fees.

3. 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 giving written notice 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 a commercially reasonable cure period not to exceed 30 days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all completed work and deliverables for which Client has paid and shall invoice Client for all Services performed through the date of termination. Client shall pay such invoices in accordance with the Payment Terms above.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public business, technical, financial or other information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound to confidentiality obligations no less protective than those herein.

Confidential Information shall not include 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 rightfully in the Receiving Party's possession without obligation of confidentiality at the time of disclosure; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any obligation to the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law or validly issued subpoena or order of a court of competent jurisdiction, provided that, where permitted, the Receiving Party gives the Disclosing Party prompt written notice and cooperates (at the Disclosing Party's expense) in seeking a protective order or other appropriate remedy.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any applicable law or agreement by which it is bound.

6. 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 law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

7. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of the confidentiality obligations herein, neither party shall be liable to the other for indirect, special, incidental or consequential damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement during the 12-month period preceding the event giving rise to the claim.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules attached hereto and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

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, except to a successor in interest by merger or sale of all or substantially all assets, provided that such successor assumes all obligations under this Agreement.

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