Business CO Document

BUSINESS CO DOCUMENT

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

RECITALS (WHEREAS)

WHEREAS, Company Name: is engaged in the business of providing goods and services as set forth herein;

WHEREAS, Counterparty Name: desires to retain Company to perform certain work and Company agrees to perform such work under the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Company shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be made only by written change order signed by both parties.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Counterparty shall pay Company the amounts set forth below in accordance with the payment schedule. All amounts due under this Agreement are exclusive of taxes unless otherwise stated.

Company shall invoice Counterparty in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are due within thirty (30) days of receipt. Amounts unpaid after the due date shall accrue interest at the Late Payment Fee rate specified above and Company may suspend performance if amounts due remain unpaid after ten (10) days' written notice. Counterparty shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in full force and effect until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause 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. Termination shall not relieve Counterparty of the obligation to pay for services performed and expenses incurred through the date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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. Receiving Party shall: (a) hold Confidential Information in strict confidence and not disclose it to third parties except as permitted herein; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure, at least as protective as those it uses to protect its own confidential information.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Upon termination or expiration of this Agreement, Receiving Party shall return or certify destruction of all Confidential Information and copies, except to the extent retention is required by law or reasonable record-keeping policies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of: , without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification shall be effective only if in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Company may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.

The parties acknowledge that monetary damages may be insufficient remedy for breach of the confidentiality provisions and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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